Filed by sedaredgar.com - Western Copper Corporation

[ ] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

[ ] SHELL COMPANY REPORTED PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report ...................................

WESTERN COPPER CORPORATION
(Exact name of Registrant as specified in its charter)

WESTERN COPPER CORPORATION
(Translation of Registrant’s name into English)

Suite 2050 – 1111 West Georgia Street, Vancouver, B.C. V6E 4M3
(Address of principal executive offices)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock
as of the close of the period covered by the annual report.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the
Securities Act.

If this report is an annual or transition report, indicate by check mark if the registrant is not required
to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1923.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-
accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the
Exchange Act. (Check one):

Indicate by check mark which financial statement item the registrant has elected to follow.

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 if the Exchange Act.)

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by
Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities
under a plan confirmed by a court.

WESTERN COPPER CORPORATION
FORM 20-F
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

In this annual report references to “Canadian National Instrument 43-101” are references to National Instrument 43-101, Standards of Disclosure for Mineral Projects, of the Canadian Securities Administrators and references to “CIM Standards” are references to Canadian Institute of Mining, Metallurgy and Petroleum (the “CIM”) Standards on Mineral Resources and Mineral Reserves, adopted by the CIM Council on December 11, 2005 as may be amended from time to time by the CIM.

Cautionary Note to U.S. Investors concerning estimates of Proven Mineral Reserves and Probable Mineral Reserves

This annual report may use the terms “Proven Mineral Reserve” and “Probable Mineral Reserve”. We advise U.S. investors that while such terms are recognized and permitted under Canadian regulations, the U.S. Securities and Exchange Commission does not recognize them. The Proven and Probable Mineral Reserves disclosed in this annual report do not meet the standards of U.S. Securities and Exchange Commission Industry Guide 7 because our company will not have the legal right to extract the ore until we have obtained the necessary permits.

Cautionary Note to U.S. Investors concerning estimates of Measured Mineral Resources and Indicated Mineral Resources

This annual report may use the terms “Measured Mineral Resource” and “Indicated Mineral Resource.” We advise U.S. investors that while such terms are recognized and permitted under Canadian regulations, the U.S. Securities and Exchange Commission does not recognize them. U.S. investors are cautioned not to assume that any part or all of the Mineral Resources in these categories will ever be converted into Mineral Reserves.

Cautionary Note to U.S. Investors concerning estimates of Inferred Mineral Resources

This annual report may use the term “Inferred Mineral Resources.” We advise U.S. investors that while such term is recognized and permitted under Canadian regulations, the U.S. Securities and Exchange Commission does not recognize it. “Inferred Mineral Resources” have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an Inferred Mineral Resource will ever be upgraded to a higher category. Under Canadian rules, estimates of Inferred Mineral Resources may not form the basis of feasibility or other economic studies. U.S. investors are cautioned not to assume that any part or all of an Inferred Mineral Resource exists, or is economically or legally mineable.

Statements contained in this annual report on Form 20-F that are not historical facts are forward-looking statements that involve risks and uncertainties. Forward-looking statements include, but are not limited to, statements with respect to the future price of metals; the estimation of mineral reserves and resources, the realization of mineral reserve estimates; the timing and amount of estimated future production, costs of production, and capital expenditures; costs and timing of the development of new deposits; success of exploration activities, permitting timelines, currency fluctuations, requirements for additional capital, government regulation of mining operations, environmental risks, unanticipated reclamation expenses, title disputes or claims, limitations on insurance coverage and the timing and possible outcome of pending litigation. In certain cases, forward-looking statements can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Western Copper Corporation (“Western Copper”) to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such risks and other factors include, among others, risks related to the integration of acquisitions; risks related to operations; risks related to joint venture operations; actual results of current exploration activities; actual results of current reclamation activities; conclusions of economic evaluations; changes in project parameters as plans continue to be refined; future prices of metals; possible variations in ore reserves, grade or recovery rates; failure of plant, equipment or processes to operate as anticipated; accidents, labour disputes and other risks of the mining industry; delays in obtaining governmental approvals or financing or in the completion of development or construction activities, as well as those factors discussed in the sections entitled "Risk Factors" in this annual report. Although Western Copper has attempted to identify important factors that could affect it and may cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. Forward-looking statements may prove to be inaccurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Western Copper does not undertake any obligation to release publicly any revisions to these forward-looking statements to reflect events or circumstances after the date hereof to reflect the occurrence of unanticipated events.

Forward-looking statements and other information contained herein concerning the mining industry and our general expectations concerning the mining industry are based on estimates prepared by us using data from publicly available industry sources as well as from market research and industry analysis and on assumptions based on data and knowledge of this industry which we believe to be reasonable. The mining industry involves risks and uncertainties and is subject to change based on various factors.

This annual report contains references to United States (US$) and Canadian dollars ($).

Although Western Copper Corporation’s primary financial statements are prepared using Canadian Generally Accepted Accounting Principles (GAAP), the following financial data is presented on the basis of U.S. GAAP.

Western Copper Corporation (“Western Copper” or the “Company”) began operations on May 3, 2006. The statements of loss and deficit for the year ended December 31, 2006 include the direct exploration expenses incurred on the Carmacks Copper Project and an allocation of Western Silver’s general and administrative expenses incurred up to May 3, 2006 and the expenses incurred directly by Western Copper for the remainder of the year.

The allocation of Western Silver’s general and administrative expenses was calculated on the basis of the ratio of costs deferred by Western Silver on the Carmacks Copper Project in each year presented as compared to the costs deferred on all mineral properties in each of these years.

The following U.S. GAAP financial data is extracted from note 17 of the consolidated audited financial statements of Western Copper for the years ended December 31, 2008, 2007, and 2006. Financial statement items that are the same under U.S. GAAP and Canadian GAAP are extracted from the consolidated audited financial statements of Western Copper for the years ended December 31, 2008, 2007, and 2006.

	December 31, 2008 $	December 31, 2007 $

Current Assets	13,216,359	23,898,757
Property and Equipment	297,551	63,273
Mineral Properties	47,024,377	46,944,377
Total Assets	60,538,287	70,906,407
Accounts Payable and accrued liabilities	797,898	907,825
Future Income Tax Liability	7,572,831	9,414,428
Net Assets	52,167,558	60,584,154
Share Capital	71,951,130	71,883,630
Contributed Surplus	22,698,985	22,091,594
Deficit	(42,482,557)	(33,391,070)
Total Shareholders’ Equity	52,167,558	60,584,154

For the year ended	December 31, 2008 $	December 31, 2007 $	December 31, 2006 $
Loss and Comprehensive loss	9,091,487	12,052,319	3,346,001
Basic and diluted loss per share	0.12	0.17	0.06
Weighted Average number of common shares outstanding	72,792,941	72,488,711	52,481,505

On March 26, 2009, the exchange rate for Canadian dollars expressed in U.S. dollars (i.e. U.S. dollars required to purchase one Canadian dollar), based on the Bank of Canada noon rate was 0.8110.

The following table sets out, for each of the previous six months, the high and low exchange rates for Canadian dollars expressed in U.S. dollars, based on the Bank of Canada noon rate:

The following table sets out, for each of the previous five years, average exchange rates for Canadian dollars expressed in U.S. dollars (i.e. U.S. dollars required to purchase one Canadian dollar), and the exchange rate at the end of such period, based on the Bank of Canada noon rate:

The audited consolidated financial statements of Western Copper contained in this annual report are reported in Canadian dollars and have been prepared in accordance with Canadian GAAP. All references to dollar amounts in this annual report are to Canadian dollars unless expressly stated otherwise.

The following summarizes certain risks that may materially affect our business, financial condition or results of operations.

We have a limited history of operations, and no history of earnings or dividends

Western Copper has no history of earnings or of a return on investment. Our properties may not generate earnings, operate profitably or provide a return on investment in the future.

If our proposed exploration programs are successful, additional financing will be required for the development of an economic mineral body and to place it in commercial production. The only sources of future funds available to us are the sale of equity capital, or the offering of an interest in our properties to be earned by another party or parties carrying out exploration or development thereof. Additional financing may not be available. Failure to obtain additional financing on a timely basis could cause us to reduce or terminate our operations.

Resource exploration and development is a speculative business and involves a high degree of risk. Exploration of our properties might not result in discoveries of commercial quantities of minerals. The marketability of natural resources which may be acquired or discovered by us will be affected by numerous factors beyond our control. These factors include market fluctuations, the proximity and capacity of natural resource markets and processing equipment, government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. Singly or in combination, these factors may result in our not receiving any or an adequate return on invested capital.

Unusual or unexpected formations, formation pressures, fires, power outages, labor disruptions, flooding, explosions, cave-ins, landslides and the inability to obtain suitable or adequate machinery, equipment or labor are other risks involved in extraction operations and the conduct of exploration programs. We may become subject to liability for damage to life and property, environmental damage, cave-ins or hazards against which our insurance cannot insure or against which it may elect not to insure.

Mineral resource prices have fluctuated widely, particularly in recent years, and are affected by numerous factors that will be beyond our control, including international economic and political trends, inflation, currency exchange fluctuations, interest rates, global or regional consumption patterns, speculative activities and increased production due to new and improved extraction and production methods. Such factors may negatively affect the marketability of any ore or minerals discovered at, and extracted from, our properties.

The acquisition of title to resource properties or interests therein is a very detailed and time-consuming process. Title to and the area of resource concessions may be disputed. The properties may be subject to prior, and in some cases, not fully ascertainable unregistered agreements or transfers, and title may be affected by undetected defects. Title may be based upon interpretation of a country’s laws, which laws may be ambiguous, inconsistently applied and subject to reinterpretation or change. We have not definitively surveyed the boundaries of any of our mineral properties, and consequently the boundaries of the properties may be disputed. We may be unable to operate our properties as permitted or to enforce our rights with respect to our properties.

Our operations will be subject to environmental regulations promulgated by various Canadian and Mexican government agencies from time to time. Violation of existing or future environmental rules may result in various fines and penalties.

Political, economic and social conditions may adversely affect our investments

Our investments may be adversely affected by political, economic and social uncertainties which could have a material adverse effect on our results of operations and financial condition. Certain areas in which we may acquire properties have experienced and may continue to experience local political unrest and disruption by the indigenous peoples, which could potentially affect our projects. Changes in leadership, social or political disruption or unforeseen circumstances affecting political, economic and social structure could adversely affect our property interests or restrict its operations. Our mineral exploration and development activities may be affected by changes in government regulations relating to the mining industry and may include regulations on production, price controls, labor, export controls, income taxes, expropriation of property, and environmental legislation and safety factors.

Statutory and regulatory compliance is complex and may result in delay or curtailment of our operations

Our current and future operations will be governed by laws and regulations governing mineral concession acquisition, prospecting, development, mining, production, exports, taxes, labor standards, occupational health, waste disposal, toxic substances, land use, environmental protection, mine safety and other matters. Companies such as Western Copper that engage in exploration activities often experience increased costs and delays in production and other schedules as a result of the need to comply with applicable laws, regulations and permits. Issuance of permits for our exploration activities is subject to the discretion of government authorities, and we may be unable to obtain or maintain such permits. Permits required for future exploration or development may not be obtainable on reasonable terms or on a timely basis.

Failure to comply with applicable laws, regulations and permits may result in enforcement actions thereunder, including the forfeiture of claims, orders issued by regulatory or judicial authorities requiring operations to cease or be curtailed and may include corrective measures requiring capital expenditures, installation of additional equipment or costly remedial actions. We may be required to compensate those suffering loss or damage by reason of our mineral exploration activities and may have civil or criminal fines or penalties imposed for violations of such laws, regulations and permits. We are not currently covered by any form of environmental liability insurance. See "Risks associated with our activities may not be insurable", below.

Existing and possible future laws, regulations and permits governing operations and activities of exploration companies, or more stringent implementation thereof, could have a material adverse impact on us and cause increases in capital expenditures or require abandonment or delays in exploration.

Our business will be subject to a number of risks and hazards. Insurance to cover the risks to which our activities will be subject may not be available at all or at commercially reasonable premiums. We are not currently covered by any form of political risk insurance or any form of environmental liability insurance. The payment of any such liabilities would reduce the funds available to us. If we are unable to fully fund the cost of remedying an environmental problem, we might be required to suspend operations or enter into costly interim compliance measures pending completion of a permanent remedy.

There is substantial competition for mineral deposits where we intend to conduct our operations

Significant and increasing competition exists for mineral deposits in each of the jurisdictions in which we intend to conduct operations. As a result of this competition, much of which is with large established mining companies with substantially greater financial and technical resources than Western Copper, we may be unable to acquire additional attractive mining claims or financing on terms we consider acceptable. We will also be competing with other mining companies in the recruitment and retention of qualified employees. Consequently, our operations and financial condition could be materially adversely affected.

Our development depends on the efforts of key members of management and employees. Loss of any of these people could have a material adverse effect on Western Copper. We do not expect to have key person insurance with respect to any of our key employees.

We are a holding company that will be conducting its business through local and foreign subsidiaries, joint ventures, and divisions. Substantially all of our assets are held in such entities. Accordingly, any limitation on the transfer of cash or other assets between Western Copper and our subsidiaries, or among our subsidiaries, could restrict our ability to fund operations efficiently. Any such limitations, or the perception that such limitations may exist now or in the future, could have an adverse impact on our valuation and share price.

Certain of our directors and officers also serve as directors and/or officers of other companies or in other managerial capacities with other companies involved or related to natural resource exploration and development. Consequently, there exists the possibility for such directors and officers to be in a position of conflict.

Securities markets have a high level of price and volume volatility, and the market price of securities of many companies have experienced wide fluctuations in price which have not necessarily been related to the operating performance, underlying asset values or prospects of such companies. Factors unrelated to the financial performance or prospects of Western Copper include macroeconomic developments in North America and globally, and market perceptions of the attractiveness of particular industries. Our share price, financial condition, and results of operations are all also likely to be significantly affected by short-term changes in gold, silver, copper, lead or zinc prices. Continual fluctuations in metal prices may occur. As a result of any of these factors, the market price of our shares at any given point in time may not accurately reflect our long-term value.

Issuances of additional securities including, but not limited to, common stock pursuant to any financing and otherwise, could result in a substantial dilution of the equity interests of our shareholders.

We may be a passive foreign investment company for United States federal income tax purposes

We expect to be a passive foreign investment company for United States Federal income tax purposes until we generate sufficient revenue from our mineral exploration and extraction activities. If we are a passive foreign investment company, any gain recognized by a U.S. holder upon a sale or other disposition of our shares may be ordinary (rather than capital), and any resulting United States federal income tax may be increased by an interest charge. Rules similar to those applicable to dispositions generally will apply to certain excess distributions in respect of a Western Copper share.

Certain special, generally adverse, rules will apply with respect to common shares of Western Copper while Western Copper is a PFIC whether or not it is treated as a Qualified Electing Fund. For example under Section 1298(b)(6) of the Code, a U.S. Holder who uses PFIC stock as security for a loan (including a margin loan) will, except as may be provided in regulations, be treated as having made a taxable disposition of such shares. Please see Item 10.E. “United States Federal Income Tax Consequences”.

Western Copper recommends that each U.S. holder consults a tax advisor with respect to how the PFIC rules affect their tax situation.

Deficiencies in internal control over financial reporting may lead to misstatements

Because of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

We were incorporated as Western Copper Corporation under the Business Corporations Act (British Columbia) on March 17, 2006 as a subsidiary to Western Silver Corporation (“Western Silver”).

Our principal office is located at Suite 2050 – 1111 West Georgia Street, Vancouver, BC V6E 4M3, and our telephone number in Vancouver is (604) 684-9497.

On May 3, 2006, pursuant to the plan of arrangement between Western Silver and Glamis Gold Ltd (“Glamis”), a British Columbia corporation based in Reno, Nevada, we were “spun out” from Western Silver. As part of the arrangement, Western Silver transferred the following assets to Western Copper: 100% of the shares of Carmacks Copper Ltd., all of its interest in the Carmacks copper project in Yukon Territory, Canada (the “Carmacks Copper Project”), the Sierra Almoloya project in Chihuahua State, Mexico (the “Sierra Almoloya Project”), the lease for its office premises in Vancouver, Canada, approximately $38 million cash, its marketable securities and its office equipment. In consideration, Western Copper issued 49,246,413 common shares to Western Silver, representing one Western Copper common share for each Western Silver common share issued and outstanding. Western Silver then distributed Western Copper’s common shares to its shareholders on a one-to-one basis.

Western Copper’s shares began trading on the Toronto Stock Exchange under the ticker symbol “WRN” on May 15, 2006.

On November 30, 2006, the Company acquired Lumina Resources Corporation (“Lumina”). Pursuant to the terms of the agreement, Lumina shareholders received one common share of Western Copper Corporation for each Lumina common share.

In return, Western Copper gained the rights to three copper and precious metals properties in Canada. The three properties include the Hushamu property located on Vancouver Island, British Columbia, the Casino property in the Yukon, and the Redstone property in the Northwest Territories.

Western Copper is a mineral exploration company engaged in the business of acquisition and exploration of mineral properties in geo-politically stable countries. All four of our significant properties are located in Canada. The Company does not have any producing properties and consequently has no current operating income or cash flow. We are an exploration stage company and have not generated any revenues. Further exploration will be required before a final evaluation as to the economic and legal feasibility of any of the properties is determined. Commercially viable mineral deposits may not exist on any of the properties.

The Company’s current focus is on obtaining permits for the Carmacks Copper Project and on continuing permitting efforts relating to the Casino property by collecting environmental data that will help form part of the Project Proposal that will be submitted to permitting agencies in the Yukon in the near future.

Western Copper Corporation is a publicly reporting enterprise that wholly-owns six subsidiaries. These subsidiaries are holding companies for Western Copper’s mineral property interests.

We are the owner of the Carmacks Copper Project in the Yukon Territory in Canada. The Carmacks property is an oxide copper deposit, with a small gold component, which in the 1990’s was proposed to be an open pit mine with crushing, sulphuric acid heap leaching, solvent extraction and electrowinning processing to produce cathode copper.

Western Copper’s predecessor company (Western Silver) acquired the Carmacks property in 1989 from Archer, Cathro & Associates. In 1993, Western Silver completed a full feasibility study on the property, which was subsequently updated in 1995. In 1998, after completing some early engineering work on the project, Western Silver suspended work on the project indefinitely due to low copper prices.

In late 2004, based in part on renewed optimism in the price of copper, Western Silver agreed with the Yukon Territorial Government to re-enter the permitting process and has been engaged since then in the environmental review process under the Yukon Environmental Assessment Act (YEAA) and more recently the newly enacted Yukon Environmental and Socio-economic Assessment Act (YESAA). These review processes are on-going at present; however assessment under YEAA is substantially complete.

An updated feasibility study was completed on behalf of Western Copper in April 2007. Its results indicated that the project is economically viable.

Following completion of the April 2007 feasibility study, Western Copper authorized the engineering firm that completed the feasibility to commence work on basic engineering and planning for the project, as well as the issue of requests for firm price bids for long delivery equipment.

On July 18, 2008, the Yukon Environmental and Socio-economic Assessment Board (“YESAB”) released its Final Screening Report. The Final Screening Report recommends that the project move ahead without further review, subject to a number of mitigative conditions.

On September 12, 2008, the Yukon Government issued a Decision Document agreeing with the recommendation of the YESAB that the Carmacks Copper Project be allowed to proceed.

The issuance of the positive Decision Document completes the assessment process under the Yukon Environmental and Socio-economic Assessment Act. Western Copper’s next step in the regulatory process is to obtain the Quartz Mining License (“QML”) and the Water Use License (“WUL”). An updated application for a QML has been submitted to the Department of Energy Mines and Resources of the Yukon Government. The Yukon Government has indicated that it expects to issue a QML near the end of March 2009. The QML is required in order for Western Copper to commence construction of the Carmacks Copper mine.

An updated application to the Water Board for a WUL was submitted on December 12, 2008. The Water Board is currently reviewing the application for adequacy.

With the receipt of the Decision Document, the Company has resumed discussions with Yukon Energy regarding the provision of a spur line to the property and the supply of grid power to the project. The Company expects to begin more formal talks on the subject of a power purchase agreement in Q2 2009.

Until the end of the third quarter 2008, Western Copper’s Engineering Procurement Construction Management contractor continued engineering activities relating to advancing the design of the facilities. Due to market conditions, the delay in obtaining the QML, and the desire to preserve cash, the Company has now decided to decrease detailed engineering activities to a minimum.

Proposals for several key long delivery items have been received and evaluated. The Company has agreed on terms with a supplier for the design and supply of the acid plant. At year-end, the vendor had completed the design and engineering of this facility.

Based on the expected timeline for issue of certain permits and licenses, the Company does not expect to commence any major construction activities in 2009. Western Copper will focus its efforts on obtaining the necessary permits and on performing only essential engineering activities.

The following disclosure is summarized from the technical report entitled “Carmacks Copper Project Copper Mine and Process Plant, Feasibility Study Volume I Executive Summary” dated May 22, 2007 (the “Carmacks Report”), and prepared in accordance with National Instrument 43-101 by Timothy S. Oliver, P.E.. The complete report may be viewed under Western Copper’s profile on EDGAR or on Western Copper’s website at www.westerncoppercorp.com.

The Carmacks Copper Project is located some 220 km north of Whitehorse, Yukon. The Project site is located on Williams Creek, 8 km west of the Yukon River and some 38 km northwest of the town of Carmacks.

The climate in the Carmacks area is marked by warm summers and cold winters. Average daily mean temperatures range from -17.1 °C for the month of January to 15.2 °C for the month of July.

The Quartz Mining Act and Quartz Mining Land Use Regulations in the Yukon provide for the holder of mineral claims to obtain surface rights of crown land covered by mineral claims for the purpose of developing a mining property. This attracts a minor fee of $1.00 per acre per year. All the mineral claims held by Western Copper on this project are overlain by crown land. Western Copper has commenced discussions with the Yukon Government with the object of obtaining the surface rights required to develop the mine, as of the date of this annual report, the surface rights have not been granted.

The property lies near, but does not encroach on, LSC R-9A, First Nations Surveyed Lands, Class A Land Reserve. Both Little Salmon Carmacks First Nation (LSFN) and Selkirk First Nation (SFN) consider this area to be “traditional” territory.

The feasibility study considers the development of only the No. 1 and No. 7 Zones, two of 14 defined zones containing copper mineralization known on the property.

The majority of the copper found in the oxide portion of the No. 1 Zone is in the form of the secondary minerals malachite, cuprite, azurite and tenorite (copper limonite) with very minor other secondary copper minerals (covellite, digenite, djurlite). Other secondary minerals include limonite, goethite, specular hematite, and gypsum. Primary copper mineralization is restricted to bornite and chalcopyrite. Other primary minerals include magnetite, gold, molybdenite, native bismuth, bismuthinite, arsenopyrite, pyrite, pyrrhotite and carbonate. The upper 250 m of theses zones are oxidized.

The proven and probable reserves for the No.1 and No. 7 Zones are contained within an engineered pit design based on a floating cone analysis of the resource block model using only measured and indicated resources. Inferred resources are not included in the reserve estimate.

Reserve Class	Ore (000’s of tonnes)	Total Copper (%)	Oxide Copper (%)	Non-Oxide Copper (%)	Gold (g/t)	Silver (g/t)
Proven Mineral Reserve	3,190	1.227	1.028	0.199	0.659	6.20

Probable Mineral Reserve Open Pit Ore Estimated dilution	6,462 960	1.099 0.065	0.938 0.043	0.162 0.021	0.466 0.018	4.49 0.20
Total Probable Mineral Reserve	7,422	0.965	0.822	0.144	0.408	3.93

Proven and Probable Mineral Reserve	10,611	1.044	0.884	0.160	0.483	4.62

We plan to develop the Carmacks Copper Project as an open-pit mine with an acid heap leach and a solvent extraction/electrowinning (“SXEW”) process facility producing, on average, approximately 14,500 tonnes of London Metal Exchange (“LME”) Grade A cathode copper annually. LME Grade A cathode copper is a readily marketable commodity at prevailing copper prices.

The mining operation is designed to produce an average 1.73 million tonnes of ore per year or approximately 28,400 tonnes per day of ore and waste on a seven day per week, 24 hours per day operation. The mine will be operated year round but may temporarily suspend mining operations when winter temperatures are extreme. Ore production will likely be suspended in the coldest winter months but waste operations will continue.

The mine will use a conventional spread of mining equipment, the main units comprising 10.5 cubic meter hydraulic excavators, 11.5 cubic meter loaders and 91-tonne haul trucks. Ore will be hauled by truck and dumped directly into the primary crusher, from where it will be conveyed to secondary and tertiary crushers. The final product will have a maximum size of 19 mm and a P80 of 13 mm. The crushed product will first be agglomerated with sulphuric acid and water and then conveyed by a series of overland (grasshopper) conveyors to a lined valley fill leach pad where it will be placed by means of a radial stacker.

An Events Pond is located down gradient from the leach pad to provide capacity for an emergency drain down of the pad and to manage the plant water balance during various storm events. The crushed ore on the leach pad will be irrigated with dilute sulphuric acid to leach copper from the ore. Pregnant leach solution will be collected and pumped to the solvent extraction plant where the dissolved copper in the solution will be concentrated.

This concentrated solution passes to the electrowinning plant where the dissolved copper is plated onto cathodes. Copper is stripped from the cathode and is then transported to market.

Sulphuric acid is produced on site by means of a 131 tonne per day sulphuric acid plant. The plant will burn sulphur which will be transported to site in molten form. Storage tanks will be provided for molten sulphur to accommodate potential supply interruptions and for the concentrated acid to accommodate variations in demand for acid and allow for plant maintenance shutdowns.

Western Copper anticipates Yukon Energy, the regional electrical utility company, will serve the mine from a proposed new Carmacks-Stewart 138 kV transmission line Project to be built along the existing Klondike Highway. A tap in the vicinity of McGregor Creek will feed an 11-kilometer 138 kV transmission line extension to the mine’s main substation terminating on a dead-end structure. Western Copper has a secure right-of-way for the power line from McGregor Creek to the site and is progressing in discussions with Yukon Energy over terms of a power supply agreement.

The Project site is currently accessible by an existing 12 km exploration road that leads north from km 33 of the secondary, government maintained, unpaved roadway (Freegold Road) from Carmacks. A small airfield used by private aircraft exists near Carmacks.

The village of Carmacks lies on the Klondike Highway, a paved highway, 175 km north of Whitehorse which provides the main transportation link in the Yukon. Whitehorse has an international airport with daily flights to Vancouver. Situated 180 km south of Whitehorse by paved road is the year-round port of Skagway Alaska.

Based on a careful review of the results of these tests the overall copper recovery has been estimated at 85% of the total copper content of the ore. For cash flow purposes, 80% recovery is assumed to occur in the year the ore is placed on the pad, a further 2.5% recovery is assumed to occur over the following two years, and the balance is realized during the heap rinsing phase.

Tests most closely representing the planned operating condition indicate that acid consumption will be 25 kilogram per tonne of ore or better.

Test work has also examined the rinsing and neutralization of the heap for reclamation purposes and has demonstrated that this is both technically and economically feasible.

The development of the project is highly dependent upon the issue of appropriate permits. Funding is unlikely to be made available before issue of the key permits. A Quartz Mine License is required before construction can commence. A Type A Water License will be required during construction and prior to operation of the mine.

The feasibility study specifically examined the capital to construct the mine site access road, required plant site roads, substations, water systems, a crushing plant, heap leach facility, SXEW processing facility and all other temporary and permanent facilities.

The estimate is based on the project as defined by the process and facility descriptions, design criteria, process flow diagrams and material balance, design drawings and sketches, equipment lists, and other documents developed or referenced in the feasibility study. Golder Associates provided a design report which forms the basis for the heap leach and waste rock facility quantities and estimated capital cost of these facilities.

The initial pre-production capital cost estimated for project is summarized as follows:

In addition, Owner’s costs such as project insurance, company personnel allocations, and financing charges are estimated at $7.3 million. Life of mine sustaining capital amounts to $20.8 million. An allowance equal to six months of operating costs is included in the cash flow for working capital. This amount is recovered at the completion of mining.

The operating and maintenance costs for the Carmacks operations have been estimated in detail and are summarized by areas of the plant. Cost centers include mine operations, process plant operations, and the General and Administration area. Operating costs were determined for a typical year of operations, based on an annual ore tonnage of 1.73 million tonnes and a copper production of 14,500 tonnes of copper cathode annually. The life-of-mine unit cost per ore tonne is $19.22 and the unit cost per copper pound is C$0.98 (US$0.84) .

Annual cash flows projections were estimated over the life of the mine based on the above estimates of capital expenditures, production cost, sales revenue, and salvage values. The cash flow model uses a copper price of US$2.32 which is derived from a three year historical, two year future rolling average as of the end of March 2007. An exchange rate of $1.00 = US$0.85 has been used throughout the study. The after tax financial indicators based on a 100% equity case are summarized as follows:

Commodity prices, foreign exchange rates, and capital and operating costs have been volatile since the release of the feasibility study. To review sensitivity analysis showing project performance relative to a variety of assumptions, please refer to the technical report summary filed on the Company’s website and on EDGAR.

The Casino porphyry copper-gold-molybdenum deposit is located 300 km northwest of Whitehorse, in the Yukon Territory. It has been the subject of considerable exploration going back to 1967 including a 73,000 m diamond drilling program in the 1990s. The property was acquired as a result of the plan of arrangement between Western Copper and Lumina in November 2006.

On June 24, 2008, Western Copper announced that an independent pre-feasibility study on the Casino property supports the development of the project. The independent pre-feasibility study projects that development of the Casino deposit will produce a pre-tax Internal Rate of Return (“IRR”) of 20.4% and an undiscounted Net Present Value (“NPV”) of $7.5 billion, based on 100% equity and metal prices of US$2.95 per pound for copper, US$30.97 per pound for molybdenum and US$647.40 per ounce for gold. After-tax figures indicate an IRR of 14.9% and an undiscounted NPV of $4.5 billion.

Following the positive result of the pre-feasibility study, the Company has begun preparing a Project Proposal for submission to the Yukon Environmental and Socio-economic Assessment Board (YESAB). Western Copper has initiated a baseline environmental data collection program to update and to complement environmental information collected in the early 1990’s. The Company has also had a number of preliminary meetings with various government departments and initial meetings with First Nations Governments to introduce them to the project.

During the third quarter of 2008, the Company mobilized personnel, fuel, equipment, and supplies to the property. Initial work involved cleaning up and restoring the camp site to an acceptable working condition. The existing camp had not been used since the 1990’s and was in need of refurbishment. The permanent camp that has now been established will support all on-going activity at the property including drilling, data collection, and other activities required for exploration and permitting.

The Company drilled two holes as part of its drill program in 2008. The purpose of the drill program was to obtain fresh rock samples for geochemical and metallurgical testing. The holes will provide additional information in areas of the pre-feasibility study open pit where there has been limited drilling in the past.

In 2009, the Company will continue its permitting efforts by collecting environmental data that will help form part of the Project Proposal. At present no exploration is planned for the 2009 season.

In the event that a production decision is made to put the Casino property into commercial production, the Company will pay an additional $1,000,000.

Certain portions of the Casino Property are also subject to an Option Agreement and a royalty agreement.

The Option Agreement provides the option holder the right to purchase 55 claims known as the Casino B claims. In order to earn the right to acquire the Casino B claims, the option holder must maintain the Casino A and B claims in good standing until 2020. At that time, the option holder has the right to acquire the Casino B claims for $1 each. The option holder also has the right to purchase the Casino B claims at any time by making a $200,000 payment. If the option holder exercises its option, the Casino B Claims will be subject to a 10% Net Profits Interest (“NPI”) payable to CRS Copper Resources Corp. (“CRS”), one of Western Copper’s subsidiaries.

The deposit, as defined in the pre-feasibility study, is on Casino A claims only.

The following disclosure is summarized from the technical report entitled “Casino Project Pre-Feasibility Study - Yukon Territory, Canada” (the “Casino Report”) dated August 5, 2008 and prepared in accordance with National Instrument 43-101 by by Timothy S. Oliver, P.E. The complete report may be viewed under Western Copper’s profile on EDGAR or on Western Copper’s website at www.westerncoppercorp.com.

The site is currently accessible year-round only by air. Fixed wing aircraft can use the existing 760 m airstrip. Access in the past was either by a 225 km winter road from Burwash Landing or a slightly shorter winter route along the Freegold Road from Carmacks. Access has also been gained in the past by river barge on the Yukon River from Minto or other communities along the river. The barge landed at a point 19 km from the site near the mouth of Britannia Creek.

Associated Engineers examined various route options for a year-round access road. All the options are considered viable however the selected option for the purpose of this study was a new, 187 km, unpaved road from the Alaskan Highway at a point about 48 km northwest of Burwash Landing. The route is termed the “Onion Creek” route.

Either a winter road or barge service will provide early access for construction equipment, camp construction and initial equipment.

No local commercial or human resources exist to support mine development. Whitehorse, the Capital of the Yukon Territory, is about 300 km due southeast of the property. It is the nearest commercial center, the point of departure for access by commercial aircraft and the location of lodging and other commercial service.

Mine development will require development of water, sanitation, transportation, power, and communications resources and systems.

For this reserve estimate, the measured mineral resource was converted to proven mineral reserve and the indicated mineral resource was converted to probable mineral reserve, with one exception. The low grade mill ore stockpile is considered a probable mineral reserve regardless of the original classification of the in-situ material.

Mill Ore Reserve:	(000’s tonnes)	Tot Copper (%)	Gold (g/t)	Moly (%)
Proven Mineral Reserve:
Direct Mill Feed	143,804	0.284	0.354	0.0311
Probable Mineral Reserve:
Direct Mill Feed	613,571	0.208	0.225	0.0255
Low Grade Stockpile	156,171	0.163	0.177	0.0095
Total Probable Reserve	769,742	0.199	0.215	0.0223
Proven/Probable Reserve
Direct Mill Feed	757,375	0.222	0.249	0.0266
Low Grade Stockpile	156,171	0.163	0.177	0.0095
Total Mill Ore Reserve	913,546	0.212	0.237	0.0236
Heap Leach Reserve:	Ore (000’s tonnes)	Gold (g/t)	Tot Copper (%)	Moly (%)
Proven Mineral Reserve	34,498	0.545	0.074	N/A
Probable Mineral Reserve	43,419	0.333	0.053	N/A
Total Heap Leach Reserve	77,917	0.427	0.062	N/A

A mine plan was developed to supply ore to a conventional copper sulphide flotation plant with the capacity to process 32.0 to 36.4 million tonnes per year, depending on the mix of supergene and hypogene ores. The mine is scheduled to operate two 12 hour shifts per day, 365 days per year. This will require four mining crews. The crews will operate 7 days on-7 days off from a fly in-fly out camp.

Mining is by conventional open pit methods with drilled and blasted rock loaded onto rigid frame haul trucks by large electric shovels.

The study contemplates the development of the property as a conventional truck-shovel, open pit mine, initially processing the gold bearing oxide cap as a heap leach operation. Sulphide ore processing would commence approximately 2.5 years later at a nominal rate of 90,000 tonnes per day (“tpd”) in a concentrator, which would produce copper concentrate and molybdenum concentrate. Gold values will report in the copper concentrate.

Sulphide ore will be transported from the mine to the primary crusher by off-highway haulage trucks. Mineral concentrates of copper and molybdenum will be produced by mineral flotation technology.

The sulphide concentrator will consist of one SAG mill followed by two ball mills. This will be followed by a conventional flotation circuit consisting of tank and column cells with a separate circuit for molybdenum. Copper concentrate will be thickened and filtered and sent by on-highway haul trucks to nearby ports. Molybdenum concentrate will be dried and placed in supersacks for transport.

The design basis for the sulphide ore processing facility is 94,770 dry tonnes per day (dt/d). Design ore grade to the sulphide process plant is estimated to average 0.212% copper and 0.0236% molybdenum.

Oxide ore will be transported from the mine to a run of mine heap leaching facility by off-highway haulage trucks. Gold bullion produced from the oxide gold ore will be shipped by truck to metal refiners.

The design basis for oxide ore processing is 25,000 tpd. The overall oxide ore grade is estimated to average 0.427 grams/metric tonne (g/t) of gold and 0.0624% copper. Copper will be recovered as a precipitate by the SART process to control the quality of the leach solution. This precipitate will be shipped to smelters.

Early metallurgical testwork indicated that the oxide cap material could be leached with cyanide to recover gold, but at increasing copper grades, gold recovery and cyanide consumption were negatively affected. Flotation testing indicated that good copper concentrate grades were difficult to achieve.

Recent testwork by METCON Research on the oxide cap material showed that good recoveries of gold and acceptable cyanide consumptions could be obtained by integrating the cyanide heap leach with the SART process.

Flotation testing by G&T Metallurgical indicated that copper concentrate grades of 28% copper could be routinely achieved at copper recoveries averaging 84%. Gold will be recovered with the copper concentrate. Molybdenum will be recovered to a molybdenum concentrate in a separate flotation circuit.

Operating costs were determined as average costs over the life of the mine. The annual production basis for the sulphide concentrator is 33.4 million tonnes of ore producing approximately 371,000 tonnes of copper concentrates and 16,000 tonnes of molybdenum concentrates. The annual production basis for the oxide leach area is 9.7 million tonnes of ore producing approximately 53,000 ounces of gold and 1,000 tonnes of copper precipitates. The sulphide milling operation bears all mining costs since the premise of the heap leach is that were it not for the heap leach, the material would be waste. The table below summarizes the sulphide operating costs. Heap leach/SART/ADR costs are $3.19 per tonne of leach material.

The initial capital investment for complete development of the project is estimated to be $2.1 billion total direct and indirect cost. Of this figure, $1.56 billion are direct and indirect costs for mining, concentrator and infrastructure including access road and port infrastructure. The remaining $550 million is the cost of a complete mine site power plant as estimated by Kerr Wood Leidal Associates Ltd.

Capital Costs (in millions)
Mine (including pre-stripping)	$340
Mill & Flotation	$541
Tailings	$96
Heap Leach	$51
Direct Cost	$1,028
Engineering & Management	$137
Camp	$65
Contingency	$165
Owner's Costs	$41
Total Capital Cost	$1,437
Power Plant (includes Heap power)	$548
Access Road	$91
Port	$36
Total	$2,112

The life-of-mine sustaining capital for the processing plant is estimated at $420 million and for the mine is estimated at $440 million.

The base case for development of the Casino deposit will provide a pre-tax Internal Rate of Return (“IRR”) of 20.4% and an undiscounted Net Present Value (“NPV”) of $7.5 billion, based on 100% equity. The after-tax IRR is 14.9% with an undiscounted NPV of $4.5 billion. The base case financial evaluation uses LME three-year historical rolling average commodity prices as of the end of May 2008.

This approach is considered to be an industry standard and consistent with the guidance of the United States Securities and Exchange Commission.

Commodity prices, foreign exchange rates, and capital and operating costs have been volatile since the release of the pre-feasibility study. To review sensitivity analysis showing project performance relative to a variety of assumptions, please refer to the technical report summary filed on the Companys website and on www.sedar.com.

The following table shows production and financial estimates for the life of the mine and for to the first six years of operation. Higher ore grades and greater concentrate production during the initial six years of operation provide an accelerated cash flow during this period and achieves capital payback in 3.8 years.

Production and Financial Estimates	Years 1-6	Life of Mine

Average Annual Pre-tax Cashflow	$571 million	$219 million
Average Annual After-tax Cashflow	$448 million	$132 million
Average NSR (sulphide ore)	$29.66/tonne	$21.54/tonne

Average Annual Mill Feed Grade
Copper (%)	0.325	0.212
Gold (g/t)	0.380	0.237
Molybdenum (%)	0.028	0.024

Average Annual Concentrate Production
Copper (dry ktonnes)	313	201
Molybdenum (dry ktonnes)	11	9

Average Annual Metal Production from Flotation Plant
Copper (M lb)	193	124
Gold (k oz)	263	158
Molybdenum (k lb)	13,415	10,899

The Hushamu property consists of three blocks of mineral claims in a prospective copper-gold porphyry belt located on northern Vancouver Island, approximately 25 kilometres west of Port Hardy and 360 kilometres northwest of Vancouver, British Columbia. The mineral claim blocks are referred to as the Hushamu claims, the Apple Bay claims, and the Rupert Block.

Should a production decision be made on the Hushamu claims, Western Copper is required to make a cash payment of $1 million to an unrelated third party within 60 days of the production decision. These mineral claims are also subject to a 10% net profits interest.

On January 31, 2008, Western Copper made the final payment required under its option agreement with Electra Gold Ltd. (“Electra”) in the amount of $80,000. As a result, the Company acquired 100% interest in the Apple Bay mineral claims previously held by Electra. Should a production decision be made on the Apple Bay claims, Western Copper is required to pay $800,000 in cash or in Western Copper stock to Electra. The payment method is at the election of Western Copper.

Electra maintains the right to explore the Apple Bay claims for non-metallic minerals.

On August 25, 2008, Western Copper signed an option and joint venture agreement with IMA Exploration Inc. (“IMA”) that gives IMA the option to earn a 70% interest in the Hushamu property. Pursuant to the terms of the agreement, IMA has agreed to expend a minimum of $1.9 million in the first year of a three year option period. Over years two and three IMA is required to spend an additional $13.1 million towards the completion of a pre-feasibility study on the Hushamu deposit located on the Hushamu claim block. These expenditures, a total of $15 million, and the completion of a pre-feasibility study will earn IMA a 49% interest in the project. IMA can earn an additional 16% by funding a subsequent feasibility study by the end of the fourth year and an additional 5% by completing mine permitting. The option period began on the execution date of the option and joint venture agreement.

On February 23, 2009, IMA released the results of their 2008 exploration program. IMA reported that the four holes drilled in the NW Expo zone contained copper, gold, molybdenum and rhenium mineralization consistent with that found by Western Copper previously. The two holes drilled in the main Hushamu deposit contained copper grades consistent with previous results, but slightly higher gold grades. IMA also assayed for molybdenum and rhenium and found significant values of both metals. Molybdenum had not been assayed for on a consistent basis in the past and previous programs had not assayed for rhenium.

As of the date of this report, IMA had met their required minimum expenditure obligations for the first year of the option agreement.

IMA has not yet announced their plans for 2009. Western Copper does not have any plan to perform any work on the property.

The Hushamu Property can be reached along logging roads from Port Hardy. Hushamu is about 12 kilometres by logging road from Holberg Inlet. Port Hardy is about 6 or 7 hours traveling time north from Nanaimo via the Island Highway. Port Hardy can also be reached via commercial airline from Vancouver, British Columbia.

The Hushamu Property is characterized by multiple low, northwesterly to westerly trending hills and ridges bounded by narrow valleys with steep slopes. Elevations range from sea level to 695 metres above sea level with ridge tops on the property commonly about 300 metres above valley floors.

The Hushamu Property was actively logged in the early 1990s. Forest cover consists of mature stands of fir, hemlock, spruce and cedar, areas of dense second growth and open clear-cut areas. The ridge tops are open with widely scattered stunted evergreens. Low areas along creeks are covered by thick bush.

Outcrop exposure is abundant in areas of steep relief and along ridge tops. Thick humus on the forested slopes and residual glacial gravels on the valley floors restrict geologic mapping in these areas.

The Hushamu property receives little snowfall in winter and can be effectively explored for 10 months each year. The climate is cool and wet, with windstorms in late fall. There are typically hot, dry spells during the summer when exploration work may be curtailed because of forest fire hazard.

Utah Construction and Mining Company (“Utah”) discovered a large, porphyry copper-molybdenum-gold deposit at the eastern end of Rupert Inlet between January 1966 and May 1969. This deposit was developed into the Island Copper Mine, with production beginning in October 1971. The mine produced 345 million metric tonnes of ore with average head grades of 0.41% copper, 0.017% molybdenum, 0.19 g/tonne gold and 1.4 g/tonne silver by December 1994.

Utah staked mineral claims covering most of the area between the eastern end of Rupert Inlet and the western end of Holberg Inlet during the 1960s. Utah staked the Expo claims, which cover the Hushamu deposit, in 1966. The Expo property was geologically mapped between 1967 and 1975. Geochemical soil sampling, geophysical surveying and diamond drilling resulted in the discovery of the “Hushamu Zone”. The style of copper mineralization at the Hushamu Zone is similar to that at the Island Copper orebody. Induced polarization geophysical surveying during 1982 indicated moderately anomalous chargeabilities across a broad area at the Hushamu Zone.

The deposit is hosted in andesitic volcanics and volcaniclastics intruded by a series of porphyritic dykes and stock of diorite and quartz-diorite composition.

A Resource Estimate of Hushamu Copper-Gold Deposit dated April 14, 2005 (the “Report”) was prepared by G.H.Giroux, P. Eng., MASc. of Giroux Consultants Ltd. of Vancouver, BC and David J. Pawliuk, P. Geo. of Nanoose Geoservices, of Nanoose Bay, BC. The Report describes the data analysis and interpolation technique used to produce a resource estimate for the Hushamu porphyry copper-gold deposit. The following disclosure is from the summary contained in the Report.

The assay data was subdivided on the basis of geology into five rock types. Histograms and probability plots of the distribution of copper and gold show that the metals are distributed differently within each of the five rock units. Each rock unit was therefore independently evaluated.

The study is based on the results from 114 diamond drill holes completed from 1980 to 1993. Composites 20 feet in length were formed from drill hole data. Simple statistical studies show that copper and gold distributions for composited values are different for each of the five rock types. As a result copper and gold values within each of the five rock types were modeled and estimated independently.

Classification	Copper Cut-off (%)	Tonnage Above Cut-off (Million Tonnes)	Copper Grade (%)	Gold Grade (g/t)
Measured	0.10	87.7	0.21	0.206
Indicated	0.10	495.8	0.20	0.240
Measured and Indicated	0.10	583.5	0.20	0.240
Inferred	0.10	151.9	0.19	0.274

Measured	0.20	39.2	0.29	0.309
Indicated	0.20	191.7	0.27	0.309
Measured and Indicated	0.20	230.9	0.28	0.309
Inferred	0.20	52.8	0.28	0.377

Measured	0.30	14.0	0.37	0.411
Indicated	0.30	49.7	0.37	0.411
Measured and Indicated	0.30	63.7	0.37	0.411
Inferred	0.30	18.2	0.35	0.480

The Hushamu property is without known ore reserves and any work undertaken by the Company in the future will be exploratory in nature.

The Redstone property comprises five mining leases (14,100 acres) and 55 mineral claims (73,000 acres) in six distinct areas in the Nahanni Mining District southwest of Norman Wells in the Northwest Territories.

Any production on the five mining leases at Coates Lake is subject to a net smelter royalty of between 3-4% depending on the monthly average of the final daily spot price of copper reported on the New York Commodities Exchange relating to each production month, as follows:

In September 2007, the Company signed an agreement with the Mineral Deposits Research Unit at the University of British Columbia (“UBC”) to fund a research project that will aim to provide a better understanding of the regional geology and to identify areas covered by the Company’s existing claims and leases that offer the most exploration potential.

The UBC team did not make its planned visit to the property in 2008, but the Company anticipates that UBC will begin preliminary work on the study during 2009.

The copper occurrences on the Coates Lake deposit were discovered by regional prospecting during 1961. Subsequently, the property has undergone a number of exploration campaigns. A total of 15,529 metres of diamond drilling in 56 holes has been completed to date on the property.

The Coates Lake area consists of the five mining leases in the section above. An inferred resource has been estimated on these leases. The other areas within the Redstone property do not have mineral resource estimates at this time.

The Redstone property is without known ore reserves and any work undertaken by the Company in the future will be exploratory in nature.

The Sierra Almoloya property is located northeast of the city of Parral in the state of Chihuahua, Mexico.

In 2008, Western Copper decided to abandon the claims that comprise the Sierra Almoloya property.

The following information is based on our primary financial statements which have been prepared using Canadian Generally Accepted Accounting Principles.

Western Copper had a net loss of $2.2 million ($0.03 per common share) for the year ended December 31, 2008. This compares with a net loss of $3.2 million ($0.05 per common share) in the previous year. The following items had significant effects on the Company’s operating results:

The scale and nature of the Company’s operations has remained consistent with 2007 and this trend is expected to continue in 2009. Throughout the year, the Company will be monitoring market conditions and if the current conditions persist, it may decide to undertake initiatives to considerably reduce costs to conserve cash.

Western Copper had a loss of $3.2 million ($0.05 per common share) for the year ended December 31, 2007. This compares with a loss of $3.2 million ($0.06 per common share) during 2006. There are a number of large items that caused the 2007 loss to remain consistent with the loss in 2006.

Since the release of the feasibility study on April 26, 2007, on-going costs relating to the Carmacks Copper Project have been capitalized. Prior to this date, the Company had been expensing all exploration costs relating to the project.

In December 2007, the Canadian federal government enacted a reduction in the Canadian federal income tax rates. The reduction resulted in a future income tax recovery of $1,446,279. The Company estimates that the future income tax liability relating to its mineral properties will be realized in or after the 2012 taxation year.

The total amount of administrative costs was greater in 2007 than in 2006 because Western Copper operated for the entire year in 2007 as compared to only eight months in 2006. The scale and nature of the Company’s operations, however, remained consistent with 2006.

Almost half the administrative expenses during the year ended December 31, 2007 relate to employee wages and to stock-based compensation. These costs have been allocated to the following line items:

Western Copper began operations on May 3, 2006. Results of operations prior to that date represent the results of Western Silver’s copper business. Results for the year ended December 31, 2007 are not comparable to the year ended December 31, 2006 as all amounts prior to May 3, 2006 only represent direct exploration expenditures incurred by Western Silver on the Carmacks Copper Project and the Sierra Almoloya property and an allocation of Western Silver’s general and administrative expenses based on mineral property costs deferred on the Carmacks Copper Project and the Sierra Almoloya property during each year presented compared to all mineral property costs deferred by Western Silver during each year presented.

Western Copper had a loss of $3.2 million ($0.06 per share) for the year ended December 31, 2006. Costs relating to the Carmacks Copper Project accounted for the majority of the Company’s expenditures during the year ended December 31, 2006 as Western Copper continued its exploration work on the project.

Our 2006 drill program on the Carmacks property concluded in November 2006. Major expenditures relating to this program include direct drilling costs ($983,000), project management and geological services ($441,000), and site costs ($431,000). During 2006, Western Copper also continued work on the permitting process ($360,000) and the updated feasibility study ($228,000).

Other significant expenses during the year ended December 31, 2006 related to compensation. Western Copper incurred $839,000 in employee wages and $865,000 in stock-based compensation. These costs have been allocated to the following line items:

The Company earned $797,000 in interest income during the year ended December 31, 2006. The interest was earned on cash amounts received pursuant to the plan of arrangement with Western Silver and Glamis.

In addition to its cash and cash equivalents, the Company had $8.03 million in short-term investments as at December 31, 2008. Cash, cash equivalents, and short-term investments totaled $13.1 million. Working capital decreased from $23.0 million as at December 31, 2007 to $12.4 million as at December 31, 2008.

Cash and cash equivalents comprise cash deposits held at banks. Short-term investments consist of Guaranteed Investment Certificates (“GIC”) from major Canadian banks that are cashable at the Company’s discretion without interest penalty. Western Copper does not have any exposure to Asset-Backed Commercial Paper.

Western Copper is an exploration stage enterprise. As at December 31, 2008, the Company has not earned any production revenue. It depends heavily on its working capital balance and its ability to raise funds through capital markets to finance its operations.

Based on its current estimates, management expects that Western Copper will have sufficient working capital to fund its administrative expenses and its mineral property costs in 2009. The Company will have to raise additional capital prior to building any of its projects in order to fund construction costs.

The financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company’s ability to continue as a going concern is substantially dependent on its ability to raise funds necessary to acquire assets, perform exploration and development activities, and conduct its corporate affairs primarily through the issuance of its common shares. There is a risk that in the future the Company may not be able to raise the capital required to fund operations.

The significant components of operating activities are discussed above under the ‘operating results’ section.

Stock option exercises were the only financing activities in 2008 and 2007. As at March 26, 2009, most stock options outstanding are “out of the money”. Unless there is a significant increase in the Company’s stock price, Western Copper does not expect a significant amount of stock option exercises in 2009.

The Company purchased Guaranteed Investment Certificates (“GIC”) with principal amounts totaling $8 million in 2008. In the previous year, Western Copper cashed a Guaranteed Investment Certificate in the amount of $34.8 million. That transaction accounted for the large amount of cash provided from investing activities during 2007.

The Company expended $8.7 million on mineral property expenditures this year compared to $9.8 million in 2007. The majority of these costs were spent on the Carmacks Copper Project and the Casino property.

The mineral property additions shown below represent costs incurred, not necessarily cash spent, on mineral property expenditures, but mineral property costs incurred are a good representation of Western Copper’s 2008 mineral property expenditures.

	Carmacks	Casino
	Copper Project
	$	$
December 31, 2007	11,068,926	15,773,824

Cash items
Advanced royalty	100,000	-
Claims maintenance	16,922	4,484
Detailed engineering	2,486,315	-
Engineering studies	-	1,242,267
Exploration	72,350	1,688,039
Permitting	506,398	1,613,993
Salary and wages	219,213	296,703
	3,401,198	4,845,486
Non-cash items
Amortization	-	27,352
Future income tax	52,505	52,453
Stock-based
compensation	122,514	122,390
	175,019	202,195

December 31, 2008	14,645,143	20,821,505

We have not generated operating revenue to date and may remain an exploration stage company for the foreseeable future. We are not aware of any trends, uncertainties, demands, commitments or events that are reasonably likely to have a material affect on our operations, liquidity or capital resources, or that would cause reported financial information to not necessarily be indicative of our financial condition.

	Payments due by period
Contractual Obligations - December 31, 2008	Total	Less than 1 year	1-3 years	3-5 years	More than 5 years
Vancouver, BC office lease	$227,828	$227,828	-	-	-
Whitehorse, YT office lease	$ 69,984	$ 23,328	$46,656	-	-
Total	$297,812	$251,156	$46,656	-	-

Mineral property obligations are listed under Item 4.D. Property, Plant, and Equipment.

F. Dale Corman, B.Sc., P. Eng.
Director, Chairman of our Board of Directors, Chief Executive Officer and President

Mr. Corman graduated with a Bachelor of Science degree in geology from Rensselaer Polytechnic Institute in Troy, New York, in 1961 and obtained Professional Engineer status in Ontario in 1972. He has 30 years experience as a senior corporate officer of publicly listed companies in Canada and the United States. He has extensive expertise in mineral and geothermal exploration and development, property evaluation and acquisition, project financing, and corporate management. From 1995 to 2006, Mr. Corman was Chairman of the Board of Directors and Chief Executive Officer of Western Silver Corporation.

Ross J Beaty is a geologist and mining entrepreneur with more than 30 years of experience in the international minerals industry, Mr. Beaty founded and currently serves as Chairman of Pan American Silver Corp. and Global Copper Corp. Pan American Silver Corp. is one of the worlds leading silver producers and Global Copper Corp. is developing copper deposits in Chile and Argentina. Mr. Beaty has also founded and divested a number of other public mineral resource companies since 1985.

Mr. Beaty is a past President and current member of the Executive Committee of the Silver Institute in Washington, DC. He is a founder of the Pacific Mineral Museum in British Columbia and is involved with several non-profit societies such as The Nature Trust of British Columbia where he serves as a Director. Mr. Beaty is a Fellow of the Geological Association of Canada and the Canadian Institute of Mining, and is a recipient of the Institute's Past President's Memorial Medal. In 2007, Mr. Beaty received the Association of Mineral Exploration of B.C.’s Colin Spence Award for excellence in global mineral exploration.

Mr. Beaty was educated at the Royal School of Mines, University of London, England, M.Sc., Distinction (Mineral Exploration) 1975 and the University of British Columbia, LL.B. (Law) 1979 and B.Sc. (Honours Geology) 1974.

Dr. Zeitler was Senior Vice President of Teck Cominco Limited from 1997 until 2002, and previously was on the Board of Directors of Teck Corp. from 1981 to 1997 and Cominco Limited from 1986 to 1996. Dr. Zeitler remains active in mineral exploration and development through a number of ventures in addition to Western Copper Corporation.

Dr. Gayton, F.C.A., graduated from the University of British Columbia in 1962 with a Bachelor of Commerce and in 1964 earned the chartered accountant (C.A.) designation while at Peat Marwick Mitchell. Dr. Gayton joined the Faculty of Business Administration at the University of British Columbia in 1965, beginning 10 years in the academic world, including time at the University of California, Berkeley, earning a Ph.D. in Business. Dr. Gayton rejoined Peat Marwick Mitchell in 1974 and became a partner in 1976 where he provided audit and consulting services to private and public company clients for 11 years. Dr. Gayton has directed the accounting and financial matters of public companies in the resource and non-resource fields since 1987. Dr. Gayton is a director of several public companies.

Mr. Williams obtained a Master of Business Administration Degree from Queens University in 1964 and a Doctor of Civil Laws Degree from Bishops University in 1966, where the Business Faculty is named in his honor. Mr. Williams currently manages investments for his family holding company and is involved in a number of charitable organizations. He is the Chairman of Radiant Energy and a director of Calvalley Petroleum, Resin Systems, Atlantis Systems, Newport Partners Income Fund, and Roador Inc.

Mr. Dean has practiced corporate, securities and natural resource law with a focus on corporate finance and mergers and acquisitions since 1981. He was educated at the University of British Columbia where he received his B.Comm. in 1979 and his LL.B. in 1980. Since 1987, he has been a partner of the firm of DuMoulin Black LLP, a law firm focused on corporate finance for public companies, and is currently managing partner of the firm. Mr. Dean has an extensive corporate and securities practice with particular emphasis on mergers and acquisitions as well as public and private financings and corporate governance matters. He has advised numerous clients in listing matters on stock exchanges and in cross border financings. He acts as counsel for corporate clients engaged in various industry sectors but primarily in mineral exploration, development and operations.

Dr. West-Sells has over 15 years experience in the mining industry. Since obtaining his Ph.D. from the University of British Columbia in Metallurgical Engineering, he has worked with BHP, Placer Dome, and Barrick in a series of increasingly senior roles in Research and Development and Project Development. Dr. West-Sells joined Western Copper Corporation in 2006 to provide metallurgical support to Western Copper’s projects. Prior to his current appointment he led the advancement of the Casino copper-gold-molybdenum Project through pre-feasibility engineering to permitting.

Since receiving his degree in civil engineering from Cambridge University in 1974, Mr. Clegg has over 30 years of experience in the design, management and construction of mining related projects. This experience has encompassed all phases of project development from initial studies to project start-up. Mr. Clegg has also worked on infrastructure and petrochemical projects. From 1974 to 1979, Mr. Clegg worked in South Africa on a number of projects, joining Kilborn Engineering there in 1977. In 1979 he moved to Canada with Kilborn remaining with the company until 2002. From 1999 to 2002 he was Vice President and General Manager of Kilborn Engineering Pacific Ltd. In 2003 he joined Western Silver Corporation as V.P. Engineering, focusing mostly on the Peñasquito Project, until the company was acquired by Glamis Gold Ltd. Mr Clegg was appointed V.P. Engineering for Western Copper when the company was formed in 2006.

Claire Derome, B. Sc., M. Ed.
Vice President, Government and Community Relations

Ms. Derome is a Whitehorse -Yukon resident and a graduate of Université du Québec where she completed a B.Sc. in Geology and a Master (M.Ed.) in School Administration. Before joining Western Copper, she was a Director for Yukon Government’s Economic Development Department. During her 20 years career before joining Yukon Government, Ms. Derome held senior management position in the mining and resource industry. She was a board member of provincial, national and international industry associations including the Gold Institute and the Mining Association of Canada. She is the Quebec Prospectors and Developers Association’s “1997 - Entrepreneur of the Year” award recipient. In 1994 she founded McWatters Mining Inc. (“McWatters”) and was President, CEO and a director until August 2003. She grew McWatters through a series of merger and acquisition from a junior exploration company to a mid-size gold producer; after a prolonged period of low gold prices and under the protection of the Companies' Creditors Arrangement Act ("CCAA") she directed a reorganization of McWatters’ capital between February 2001 and April 2002. In 1996 she founded Exploration Maude Lake Inc., a junior exploration company and was President, CEO and a director from 1996 to 1997 and chair of the board from 1998 to 2000. From 1998 to 2001 she was a director of Alliance Forest Product Inc., a large Pulp and Paper Company (now part of Abitibi-Bowater Inc.). From 1997 to 1999 she was appointed chair of the board of SOQUEM (Société Québécoise d’Exploration Minière, a Quebec Crown Corporation).

Mr. François received his Bachelor of Commerce from the University of British Columbia in 2000 and his Chartered Accountant designation in 2004 in British Columbia. He became Controller of Western Silver Corporation in 2005 after having worked at PricewaterhouseCoopers since 2000. Mr. François’s experience is concentrated in the mining and high tech sectors. He has also worked extensively on internal control design and assessment projects, both as a consultant and as an external auditor.

The following table outlines other positions held by Directors and Officers of the Company with other publicly-traded companies:

Name	Position at Western Copper Corporation	Other director or officer roles
ROSS BEATY	Director and Co-Chairman of the Board of Directors	Pan American Silver Corp.
DAVID WILLIAMS	Director	Atlantis Systems Corp.
		Calvalley Petroleum Inc.
		Newport Partners Income Fund
		Radiant Energy Corp.
		Resin Systems Inc.
		Roador Inc.
		SQI Diagnostic Inc.
KLAUS ZEITLER	Director	Amerigo Resources Ltd.
		Candente Resource Corp.
		Los Andes Copper Ltd.
ROBERT GAYTON	Director	Amerigo Resources Ltd.
		B2 Gold Corp.
		Eastern Platinum Limited
		Intrinsyc Software Inc.
		Nevsun Resources Ltd.
		Palo Duro Energy Inc.
		Quaterra Resources Inc.
		Silvercorp Metals Inc.
		Trans National Minerals Inc.
COREY DEAN	Corporate Secretary	Bear Creek Mining Corporation
COREY DEAN	Corporate Secretary	Rio Cristal Zinc Corporation
JULIEN FRANCOIS	Chief Financial Officer	Bryant Resources Inc.

A stock option plan was adopted on March 24, 2006. The purpose of the plan is to attract and motivate directors, officers, employees of and service providers by affording such persons an opportunity to acquire an equity interest in Western Copper. The plan provides that, subject to the requirements of the Toronto Stock Exchange, the aggregate number of securities reserved for issuance, set aside and made available for issuance under the plan will be 10% of the number of our issued and outstanding common shares, from time to time. The exercise price of an option may not be less than the closing price of our common shares on the Toronto Stock Exchange on the trading day immediately preceding the date of grant of the option. The options may be exercisable for a period of up to seven years, such period and any vesting schedule to be determined by our board of directors (or compensation committee), and are non-assignable, except in certain circumstances. Vested options may be exercised by the optionee as long as the optionee is a director, officer, employee or service provider to Western Copper or our subsidiaries or within 30 days after ceasing to be a director, officer, employee or service provider or, if the optionee dies, within one year after death.

For the fiscal year ending December 31, 2008, we have provided salary and other compensation to members of senior management as follows:

Name	Salary	Stock Options
F. Dale Corman
Chief Executive Officer and President	$245,833 ¹	25,000²
Paul West-Sells
Executive Vice President, Corporate Development	$134,167 ¹	75,000²
Jonathan Clegg	$150,000	75,000²
Vice President, Engineering
Claire Derome
Vice President, Government and Community Relations	$75,000 ¹	150,000³
Julien François	$150,000	75,000²
Vice President, Finance and Chief Financial Officer

Each of our non-employee directors is entitled to a fee of $20,000 per year for service as a director, and $800 for each meeting of the Board or a committee of the Board attended in person or by telephone. The chair of the audit committee receives an additional fee of $5,000 per year, subject to annual review.

The Company granted 25,000 stock options to each appointed non-employee director on June 24, 2008. The stock options are exercisable at $1.25 per share within 5 years from the date of grant, subject to vesting at the rate of one-third of the number of stock options on each date that is 12, 18 and 24 months following the date of grant.

Directors do not have service contracts that provide for benefits upon termination.

Each director is elected at the annual general meeting of shareholders for a one year term. Our Board of Directors is comprised of Ross Beaty, Dale Corman, Robert Gayton, David Williams, and Klaus Zeitler. Ross Beaty was appointed November 30, 2006. All of the other directors have served since May 3, 2006.

The audit committee is comprised of Robert Gayton, chair, Klaus Zeitler and David Williams. The Board of Directors has adopted a charter for the audit committee, which states that its duties and responsibilities are to ensure the effectiveness of the process of identifying and addressing principal business risks and adequacy of the related disclosure of Western Copper; monitor the integrity of our financial reporting and systems of internal controls regarding finance, accounting and legal compliance; monitor the independence of and performance of our independent auditors; provide an avenue of communication among the independent auditors, management and the Board of Directors; and encourage adherence to, and continuous improvement of, our policies, procedures and practices at all levels.

The audit committee must be comprised of at least three members of the Board, each of whom is independent and meets the requirements of the Toronto Stock Exchange and American Stock Exchange. All members must have an understanding of finance and accounting and be able to read and understand fundamental financial statements, and at least one must have accounting or related financial expertise. The audit committee must meet at least four times annually.

The independent auditors are accountable directly to the audit committee. The Committee must review the independence and performance of the auditor, and annually recommend to the Board the appointment of the independent auditors and approve any discharge of auditors. The Committee must also approve the fees and any other significant compensation to be paid to the auditors, and approve any non-audit services that the auditor may provide. At least annually, the audit committee must review with our counsel any legal matters that could have a significant impact on our financial statements, compliance with laws and regulations, and inquiries from regulators and governmental agencies. The Committee must annually prepare a report to shareholders to be included in our annual information circular. The Committee must also establish procedures for the receipt, retention and treatment of complaints received by us as to our internal accounting controls or auditing matters.

The compensation committee is comprised of Ross Beaty and Klaus Zeitler. The Board of Directors adopted a charter for the compensation committee. The Committee is appointed by the Board of Directors and must be comprised of at least two members, each of whom is independent of management and free of any relationship that would interfere with the exercise of independent judgment.

The Committee must meet at least twice annually. The Committee is responsible to annually to review and approve the corporate goals and objectives for the chief executive officer, chief operating officer and chief financial officer, and evaluate their respective performance. The Committee is also responsible to review and determine the base salary, incentive compensation and long-term compensation for each of such officers on an annual basis. Determination of long term incentives must include consideration of Western Copper’s performance, relative shareholder return, and the value of similar incentive compensation for such executives at comparable companies. Duties of the Committee include overseeing and monitoring employee compensation strategies and benefits, as well as making recommendations to the Board with respect to incentive compensation and equity based plans. The Committee must produce for review and approval by the full Board a report on executive compensation for inclusion in our information circular for its annual general meeting.

The corporate governance and nominating committee is comprised of David Williams and Robert Gayton. The Board of Directors adopted a charter for this Committee. It assists the Board in fulfilling its responsibility to shareholders, potential shareholders and the investment community by administering the nomination process for directors of Western Copper. The Committee must be comprised of at least two directors, each of whom is independent of management and free of any relationship that would interfere with the exercise of independent judgment. The Committee must meet at least twice annually. Its responsibilities include, among others: reviewing and assessing the effectiveness of the Board, the committees of the Board, and individual performance of directors; considering and reviewing criteria for selecting candidates for election to the Board; recommending individuals for nomination for election as directors; recommending persons to serve on committees of the Board; and reviewing and approving appropriate orientation and education of new members of the Board.

The Board has also established an Environmental, Health and Safety Committee, adopted a Code of Business Conduct and Ethics, and adopted investment, employee, confidentiality, insider trading, safety and environmental, whistleblower and disclosure policies.

As at December 31, 2008, Western Copper had 12 employees. Eleven employees are located in Canada and one works in both Canada and in the United States.

Name, Position and Province of Residence⁽¹⁾⁽²⁾	Principal Occupation	No. of Securities⁽³⁾	Percentage⁽³⁾
Ross Beaty Co-Chairman of the Board of Directors British Columbia, CA	Chairman of Pan American Silver Corp.	5,497,567 ⁽⁴⁾	7.5%
F. Dale Corman Co-Chairman of the Board of Directors, Chief Executive Officer and President British Columbia, CA		4,793,566	6.6%
Robert Gayton Director British Columbia, CA	Chartered Accountant; Vice- President Finance of Western Silver Corporation (1995 to January 2004); financial consultant to the mineral exploration and technology industries since 1990.	159,566	0.2%

Name, Position and Province of Residence⁽¹⁾⁽²⁾	Principal Occupation	No. of Securities⁽³⁾	Percentage⁽³⁾
David Williams Director Ontario, Canada	President of Roxborough Holdings Limited, a private company, since 1995.	841,666⁽⁵⁾	1.2%
Klaus Zeitler Director British Columbia, CA	President of Amerigo Resources Ltd.	151,666	0.2%
Corey Dean Corporate Secretary British Columbia, CA	Partner, DuMoulin Black LLP	50,000	0.1%
Paul West-Sells Exec. VP Corporate Development British Columbia, CA		153,333	0.2%
Jonathan Clegg Vice President Engineering British Columbia, CA		405,000	0.6%
Claire Derome Vice President Government and Community Relations Yukon, CA		16,500	< 0.1%
Julien François Chief Financial Officer British Columbia, CA		216,500	0.3%

Name	No. of options currently exercisable or exercisable in the next 60 days	Expiry date	Exercise Price
Ross Beaty Co-Chairman of the Board of Directors	30,000	January 13, 2011	$0.36
	100,000	January 22, 2012	1.25
	16,666	June 6, 2012	1.88
F. Dale Corman Chair of the Board of Directors, Chief Executive Officer and President	90,000	May 25, 2010	0.88
	200,000	May 16, 2011	2.00
	16,666	June 6, 2012	1.88
Robert Gayton Director	25,000	May 25, 2010	0.88
	100,000	May 16, 2011	2.00
	16,666	June 6, 2012	1.88
David Williams Director	100,000	May 16, 2011	2.00
David Williams Director	16,666	June 6, 2012	1.88
Klaus Zeitler Director	25,000	May 25, 2010	0.88
	100,000	May 16, 2011	2.00
	16,666	June 6, 2012	1.88
Corey Dean Corporate Secretary	50,000	May 16, 2011	2.00
Paul West-Sells Executive VP Corporate Development	100,000	January 22, 2012	1.25
Paul West-Sells Executive VP Corporate Development	33,333	June 6, 2012	1.88
Jonathan Clegg Vice President Engineering	105,000	May 25, 2010	0.88
	150,000	May 16, 2011	2.00
	50,000	June 6, 2012	1.88
Julien François Chief Financial Officer	13,500	May 25, 2010	0.88
	150,000	May 16, 2011	2.00
	50,000	June 6, 2012	1.88

To the Company’s knowledge, the only shareholders who beneficially own greater than 5% of our common shares are Ross Beaty and Dale Corman. These individuals do not have different voting rights than other shareholders. Refer to Item 6.E for related share ownership information.

During the year ended December 31, 2008, the Company charged overhead expenses to one of its directors in the amount of $7,348 (2007-$7,285, 2006-$4,665). The Company credited this amount against office and administration expenses on the statement of loss.

This annual report contains the audited financial statements of Western Copper for the years ended December 31, 2008, 2007, and 2006. These statements include Western Copper’s Balance Sheets as at December 31, 2008 and 2007, Statements of Loss and Deficit for the years ended December 31, 2008, 2007, and 2006, Statements of Cash Flows for the years ended December 31, 2008, 2007, and 2006, as well as the notes related thereto, and the auditor’s report thereon dated March 26, 2009.

There has been no significant event that has occurred subsequent to the date of the most recent consolidated financial statements.

The following table indicates the monthly high and low closing market prices for our common shares, as determined by the Toronto Stock Exchange under the ticker symbol “WRN” from October 1, 2008 to March 26, 2009:

The following table indicates the quarterly high and low closing market prices for our common shares, as determined by the Toronto Stock Exchange under the ticker symbol “WRN” from May 15, 2006 to December 31, 2008:

Quarter	High	Low
Oct. – Dec. 2008	0.80	0.21
July – Sept. 2008	1.50	0.81
April - June 2008	1.54	1.00
Jan. - March 2008	0.75	1.25
Oct. – Dec. 2007	1.83	0.90
July – Sept. 2007	2.00	1.24
April - June 2007	2.40	1.55
Jan. - March 2007	2.46	1.05
Oct. – Dec. 2006	1.58	0.90
July – Sept. 2006	1.40	0.92
May – June 2006	2.30	1.05

The common shares of Western Copper Corporation are traded on the Toronto Stock Exchange under the ticker symbol “WRN”.

The information required under Item 10.B. has been previously reported in Western Copper ‘s registration statement – amendment #3 on Form 20-F filed with the U.S. Securities Exchange Commission on April 11, 2007. The articles of incorporation have been previously reported in the Company’s 2007 annual report of foreign private issuers on Form 20-F filed on June 20, 2008.

The Company has entered into the following material contracts, other than in the ordinary course of business:

There are no material governmental laws, decrees, regulations or other legislation in Canada which may affect the import or export of capital, including the availability of cash and cash equivalents for use by the Western Copper corporate group, or the remittance of dividends, interest or other payments to nonresident holders of our securities.

The following discussion is a summary of the anticipated material U.S. federal income tax consequences arising from the ownership of Western Copper common shares by U.S. Holders (as defined below). This summary is limited to “United States persons” who hold their Western Copper common shares as capital assets within the meaning of the Internal Revenue Code of 1986, as amended (the “Code”) (“U.S. Holders”). For purposes of this summary, a “United States person” is: (i) a citizen or individual resident of the United States, (ii) a corporation or other entity taxable as a corporation that is created or organized under the laws of the United States or any political subdivision thereof, (iii) an estate the income of which is subject to United States federal income tax regardless of its source, or (iv) any trust if a court within the

United States is able to exercise primary supervision over the administration of the trust, and one or more United States persons have the authority to control all substantial decisions of the trust.

This summary is for general information only and does not address all aspects of United States federal income taxation that may be relevant to a U.S. Holder in light of the U.S. Holder's particular circumstances or to a U.S. Holder that may be subject to special treatment under the Code (including, without limitation, certain financial institutions, real estate investment trusts, tax-exempt organizations, qualified retirement plans, individual retirement accounts, regulated investment companies, insurance companies, and brokers and dealers or traders in securities or currencies, insurance companies, persons holding stock as part of a straddle, hedge, conversion transaction or other integrated investment, persons whose functional currency is not the United States dollar, and persons who may have acquired Western Copper common shares through the exercise of employee stock options or otherwise as compensation. This summary also does not address the tax treatment of U.S. Holders that hold their Western Copper common shares through a partnership or other pass-through entity, persons subject to the alternative minimum tax, and persons who own their Western Copper common shares other than as a capital asset as defined in the Code. This summary does not address aspects of U.S. taxation other than U.S. federal income taxation, or any aspects of state, local or foreign tax law.

This discussion is based on the Code, existing, temporary and currently proposed regulations promulgated under the Code and judicial and administrative interpretations thereof, all as of the date hereof and all of which are subject to change, possibly with retroactive effect. Western Copper has not requested any ruling from the United States Internal Revenue Service (“IRS”) with respect to the statements made and the conclusions reached in this summary. The IRS may not agree with such statements and conclusions, or may not take, or a court may adopt, a position contrary to any position taken herein.

TO ENSURE COMPLIANCE WITH REQUIREMENTS IMPOSED BY THE UNITED STATES INTERNAL REVENUE SERVICE UNDER TREASURY CIRCULAR 230, WE INFORM YOU THAT (1) ANY DISCUSSION OF U.S. FEDERAL INCOME TAX ISSUES CONTAINED IN THIS INFORMATION CIRCULAR (INCLUDING ANY ATTACHMENTS), UNLESS OTHERWISE SPECIFICALLY STATED, IS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED, FOR THE PURPOSE OF AVOIDING PENALTIES UNDER THE U.S. INTERNAL REVENUE CODE, AND (2) EACH U.S. HOLDER SHOULD SEEK ADVICE BASED UPON HIS, HER OR ITS PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.

This summary is based upon certain understandings and assumptions with respect to the business, assets and shareholders of Western Copper, including that: (i) Western Copper is, nor at any time has been, and will not be a “controlled foreign corporation” as defined in Section 957 of the Code (“CFC”), and (ii) that Western Copper will be a “passive foreign investment company” (“PFIC”) as defined in Section 1297 of the Code (see the discussion under “PFIC Rules” below) for its taxable year ending December 31, 2008. Western Copper believes that it is not and has never been a CFC and Western Copper does not expect to become a CFC in the future. Western Copper expects to be a PFIC for United States federal income tax purposes for its year ending December 31, 2008. In the event that one or more of such understandings or assumptions proves to be inaccurate, the following summary may not apply and material adverse U.S. federal income tax consequences may result to U.S. Holders.

A U.S. Holder who does not maintain a substantial presence, permanent home or habitual abode in the U.S. or whose personal and economic relations are not closer to the U.S. than to any other country (other than Canada) may be unable to benefit from the provisions of the Convention between the United States of America and Canada with Respect to Taxes on Income and on Capital, signed September 26, 1980, as amended (the “Canada-U.S. Tax Convention”). These U.S. Holders should consult their own tax advisors concerning the availability of benefits under the Canada-U.S. Tax Convention.

This summary does not take into account the particular facts and circumstances, with respect to U.S. federal income tax issues, of any particular U.S. Holder. Each U.S. Holder should consult his, her or its tax advisor regarding the U.S. federal income tax consequences of owning Western Copper common shares to them in light of their particular circumstances.

Material U.S. Federal Income Tax Considerations Relating to the Ownership of Western Copper Common Shares

The following discussion of the treatment of future distributions from Western Copper, and the sale or exchange of Western Copper common shares, is subject to the PFIC rules discussed below. It is expected that Western Copper will be treated as a PFIC.

Section 1297 of the Code defines a PFIC as a corporation that is not formed in the United States and, for any taxable year, either (i) 75% or more of its gross income is “passive income”, which includes interest, dividends and certain rents and royalties or (ii) the average percentage, by fair market value (or, if Western Copper makes an election, adjusted tax basis) of its assets that produce or are held for the production of “passive income” is 50% or more. The tax rules generally applicable to a PFIC are very complex and, in some cases, uncertain. Each U.S. Holder is strongly urged to consult his, her or its own tax advisor with respect to such rules.

A U.S. Holder who holds (actually or constructively) marketable or unmarketable stock in a foreign corporation during any year in which such corporation qualifies as a PFIC is subject to United States federal income taxation under the default rules as discussed below or one of two alternative tax regimes at the election of each such U.S. Holder. The following is a discussion of the two alternative tax regimes and the default rules as applied to a U.S. Holder of Western Copper common shares.

Under Section 1293 of the Code, a U.S. Holder who elects in a timely manner (an “Electing U.S. Holder”) to treat Western Copper as a qualified electing fund (“QEF”) will be subject to current federal income tax for any taxable year in which Western Copper qualifies as a PFIC on his, her or its pro rata share of Western Copper’s (i) ”net capital gain” (the excess of net long-term capital gain over net short-term capital loss), which will be taxed as long-term capital gain to the Electing U.S. Holder and (ii) ”ordinary earnings” (the excess of earnings and profits over net capital gain), which will be taxed as ordinary income to the Electing U.S. Holder, in each case, for the Electing U.S. Holder’s taxable year in which (or with which) Western Copper’s taxable year ends, regardless of whether such amounts are actually distributed. The tax basis of the Electing U.S. Holder with respect to which a QEF election is in effect is increased by any amount included in the U.S. Holder’s income under the QEF rules and decreased by any amount distributed with respect to Western Copper common shares which is not includible in income because it has been previously taxed under the QEF rules.

The effective QEF election also allows the Electing U.S. Holder to (i) generally treat any gain realized on the disposition of his, her or its common shares of Western Copper (or deemed to be realized on the pledge of their shares) as capital gain; (ii) treat his, her or its share of the Western Copper’s net capital gain, if any, as long-term capital gain instead of ordinary income; and (iii) either avoid interest charges resulting from PFIC status altogether, or make an annual election, subject to certain limitations, to defer payment of current taxes on his, her or its share of Western Copper’s annual realized net capital gain and ordinary earnings subject, however, to an interest charge. If the Electing U.S. Holder is not a corporation, such an interest charge would be treated as “personal interest” that is not deductible.

The procedure with which a U.S. Holder must comply in order to make an effective QEF election will depend on whether the election is made for the first year in the U.S. Holder’s holding period in which Western Copper is a PFIC. If the U.S. Holder makes a QEF election in such first year (i.e., a timely QEF election), then the U.S. Holder may make the QEF election by filing the appropriate documents at the time the U.S. Holder timely files a tax return for such first year. If, however, the U.S. Holder makes the QEF election subsequent to the first year in which the U.S. Holder acquires the Western Copper common shares, then in addition to filing the appropriate election documents, the U.S. Holder must elect to recognize under the rules of Section 1291 of the Code (discussed below), any gain that he, she or it would otherwise recognize if the U.S. Holder sold the Western Copper common shares on the qualification date. The qualification date is the first day of Western Copper’s first tax year in which Western Copper qualified as a “qualified electing fund” with respect to such U.S. Holder. The elections to recognize such gain or earnings and profits can only be made if such U.S. Holder’s holding period for the common shares of Western Copper includes the qualification date. By electing to recognize such gain or earnings and profits, the U.S. Holder will be deemed to have made a timely QEF election. U.S. Holders are urged to consult a tax advisor regarding the availability of and procedure for electing to recognize gain or earnings and profits under the foregoing rules.

If Western Copper no longer qualifies as a PFIC in a subsequent year, a timely QEF election will remain in effect, although not applicable, during those years that Western Copper is not a PFIC. If Western Copper subsequently requalifies as a PFIC, the QEF election previously made is still valid, and the U.S. Holder is required to satisfy the reporting requirements of that election.

Under the other elective alternative tax regime, a U.S. Holder who hold (actually or constructively) marketable stock of a foreign corporation that qualifies as a PFIC, may annually elect to mark such stock to the market (a “mark-to-market election”). PFIC stock generally is marketable if: (1) it is regularly traded on a national securities exchange that is registered with the Securities and Exchange Commission or on the national market system established under Section 11A of the Securities and Exchange Act of 1934, or (2) it is regularly traded on any exchange or market that the Treasury Department determines to have rules sufficient to ensure that the market price accurately represents the fair market value of the stock. If such an election is made, such U.S. Holder will not be subject to the special taxation rules of Section 1291 described below for the taxable year for which the mark-to-market election is made.

A U.S. Holder who makes a mark-to-market election will include in income for the taxable year for which the election was made in an amount equal to the excess, if any, of the fair market value of the Western Copper common shares as of the close of such tax year over such U.S. Holder’s adjusted basis in Western Copper common shares. In addition, the U.S. Holder is allowed a deduction for the lesser of (i) the excess, if any, of such U.S. Holder’s adjusted tax basis in the Western Copper common shares over the fair market value of such shares as of the close of the tax year, or (ii) the excess, if any, of (A) the mark-to-market gains for the Western Copper common shares included by such U.S. Holder for prior tax years, including any amount which would have been included for any prior tax year but for Section 1291 interest on tax deferral rules discussed below with respect to Non-Electing U.S. Holders, over (B) the mark-to-

market losses for shares that were allowed as deductions for prior tax years. U.S. Holder’s adjusted tax basis in Western Copper common shares will be increased to reflect the amount included or deducted as a result of a mark-to-market election. A mark-to-market election only applies to the taxable year in which the election was made. A separate election must be made by a U.S. Holder for each subsequent taxable year. A U.S. Holder should consult a tax advisor regarding the manner and appropriateness of making such an election.

If a U.S. Holder does not make a timely QEF election or mark-to-market election during a year in which the U.S. Holder holds (actually or constructively) Western Copper common shares and Western Copper is a PFIC (a “Non-electing U.S. Holder”), then special taxation rules under Section 1291 of the Code will apply to (i) gains realized on the disposition (or deemed to be realized by reasons of a pledge) of his Western Copper common shares and (ii) certain “excess distributions” (as specifically defined in the Code) by Western Copper.

A Non-electing U.S. Holder generally will be required to pro rate all gains realized on the disposition of his, her or its Western Copper common shares and all excess distributions over the entire holding period for Western Copper. All gains or excess distributions allocated to prior years of the U.S. Holder (other than years prior to the first taxable year of Western Copper during such U.S. Holder’s holding period and beginning after January 1, 1987 for which it was a PFIC) will be taxed at the highest tax rate for each such prior year applicable to ordinary income. The Non-electing U.S. Holder also would be liable for interest on the foregoing tax liability for each such prior year calculated as if such liability had been due with respect to each such prior year. A Non-electing U.S. Holder that is not a corporation must treat this interest charge as “personal interest” which, as discussed above, is wholly nondeductible. The balance of the gain of the excess distribution will be treated as ordinary income in the year of the disposition or distribution, and no interest charge will be incurred with respect to such balance.

If Western Copper is a PFIC for any taxable year during which a Non-electing U.S. Holder holds Western Copper common shares, then Western Copper will continue to be treated as a PFIC with respect to Western Copper common shares, even if it is no longer a PFIC by definition. A Non-electing U.S. Holder may terminate this deemed PFIC status by electing to recognize a gain (which will be taxed under the rules discussed above for Non-electing U.S. Holders) as if such shares had been sold on the last day of the last taxable year for which it was a PFIC.

Under Section 1291(f) of the Code, the IRS has issued proposed regulations that, subject to certain exceptions, would treat as taxable certain transfers of PFIC stock by Non-electing U.S. Holders that are generally not otherwise taxed, such as gifts, exchanges pursuant to corporate reorganizations, and transfers at death. Generally, in such cases the basis of Western Copper common shares in the hands of the transferee and the basis of any property received in the exchange for those shares would be increased by the amount of gain recognized. An Electing U.S. Holder would not be taxed on certain transfers of PFIC stock, such as gifts, exchanges pursuant to corporate reorganizations, and transfers at death. The transferee’s basis in this case will depend on the manner of the transfer. In a transfer at death, for example, the transferee’s basis is equal to (i) the fair market value of the Electing U.S. Holder’s common shares, less (ii) the excess of the fair market value of the Electing U.S. Holder’s common shares reduced by the U.S. Holder’s adjusted basis in these common shares at death. The specific tax effect to the U.S. Holder and the transferee may vary based on the manner in which the shares are transferred. Each U.S. Holder of Western Copper common shares is urged to consult a tax advisor with respect to how the PFIC rules affect their tax situation.

Certain special, generally adverse, rules will apply with respect to Western Copper common shares while Western Copper is a PFIC whether or not the U.S. Holder has elected to treat Western Copper as a QEF.

For example under Section 1298(b)(6) of the Code, a U.S. Holder who uses PFIC stock as security for a loan (including a margin loan) will, except as may be provided in regulations, be treated as having made a taxable disposition of such shares.

For any period Western Copper is a PFIC, each U.S. Holder will be required annually to file an IRS Form 8621 (Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund) with such U.S. Holder’s timely filed income tax return (or directly with the IRS if the U.S. Holder is not required to file an income tax return). A U.S. Holder choosing to make a QEF election also must include with its income tax return a shareholder election statement and the PFIC annual information statement that Western Copper will provide.

Subject to the PFIC rules, for U.S. federal income tax purposes, the gross amount of a distribution by Western Copper in respect of Western Copper common shares owned by a U.S. Holder, including any amounts of Canadian tax withheld on the distribution, will be treated as dividend income to such U.S. Holder to the extent paid out of the distributing corporation’s current or accumulated earnings and profits, as determined for U.S. federal income tax purposes. That dividend income will not be eligible for the dividends received deduction generally allowed to corporations under Section 243 of the Code. To the extent such distribution exceeds the U.S. Holder’s allocable share of the distributing corporation’s current and accumulated earnings and profits, the excess will be applied first to reduce the U.S. Holder’s basis in its shares in such corporation, and any remaining excess will constitute gain from the deemed sale or exchange of such shares. See "Tax on Sale or Exchange of Common Shares" below. Dividends paid by Western Copper in Canadian dollars will be included in the income of a U.S. Holder in a U.S. dollar amount calculated by reference to the exchange rate in effect on the date of receipt thereof by the depositary, regardless of whether the payment is in fact converted into U.S. dollars. If the dividends paid in Canadian dollars are converted into U.S. dollars on the date of receipt, U.S. Holders generally should not be required to recognize foreign currency gain or loss in respect of the dividend income.

If the U.S. Holder establishes that an amount actually distributed by a PFIC with respect to which a QEF election is in effect is paid out of earnings and profits of the PFIC that were previously included in the U.S. Holder’s income under the QEF rules, such amount is treated as a distribution which is not a dividend. Accordingly, such amounts are not included in the gross income of the U.S. Holder.

For U.S. federal income tax purposes, a U.S. Holder may generally elect to treat Canadian withholding taxes as either a deduction from gross income or, subject to certain limitations, a credit against the U.S. federal income tax liability of that U.S. Holder. The maximum foreign tax credit allowable generally is equal to the U.S. Holder’s U.S. federal income tax liability for the taxable year multiplied by a fraction, the numerator of which is the U.S. Holder’s taxable income from sources outside the United States and the denominator of which is the U.S. Holder’s taxable income from all sources for the taxable year. That foreign tax credit limitation is applied separately to different "baskets" of income. For purposes of applying the foreign tax credit limitation, dividends generally are included in the "passive income" basket or, if received by certain holders and certain other conditions are met, the "financial services income" basket for taxable years beginning on or before December 31, 2006 or the "general category" basket for taxable years beginning after December 31, 2006.

Subject to the PFIC rules, for U.S. federal income tax purposes, a U.S. Holder generally will recognize gain or loss on any sale, exchange or other disposition of Western Copper common shares unless a specific non-recognition provision applies. That gain or loss will be measured by the difference between

(i) the U.S. dollar value of the amount of cash, and the fair market value of any other property received and (ii) the U.S. Holder’s tax basis in the shares disposed of which may be adjusted depending upon the tax regime selected with respect to PFIC stock, determined in U.S. dollars. Gain or loss arising from a sale or exchange of Western Copper common shares will be capital gain or loss if the shares disposed of are held as capital assets by the U.S. Holder, and will be short term or long term capital gain or loss depending on whether the holding period of the U.S. Holder for such shares exceeds one year. In general, gain from a sale or exchange of Western Copper common shares by a U.S. Holder will be treated as United States source income for foreign tax credit limitation purposes.

Proceeds from the sale of, and dividend, on Western Copper common shares paid within the United States or through certain U.S.-related financial intermediaries are subject to information reporting and may be subject to backup withholding at 28% unless the U.S. Holder (1) is a corporation or other exempt recipient or (2) provides a taxpayer identification number and certifies that no loss of exemption from backup withholding has occurred. Any amount withheld from a payment to a U.S. Holder under the backup withholding rules will be allowable as a credit against such U.S. Holder’s U.S. federal income tax liability, provided that the required information is furnished to the IRS. Generally, if the U.S. Holder has made a qualified QEF election, the foreign tax credit is allowable against U.S. taxes paid with respect to deemed inclusions in the U.S. Holder’s taxable income under the QEF rules. Among other things, any dividends or inclusions under the PFIC rules for a year in which 50% or more of the total voting power or value of Western Copper’s shares is owned by United States Persons may be treated in part as United States source income under Section 904(h) of the Code. Taxpayers who do not elect to claim foreign tax credits for a taxable year may be able to deduct any such foreign income tax withheld.

No opinion of legal counsel and no ruling from the IRS concerning the U.S. federal income tax consequences of any matter discussed herein has been obtained and none will be requested. This summary is not binding on the IRS and the IRS is not precluded from taking a different position or positions.

THIS SUMMARY IS OF A GENERAL NATURE ONLY AND IS NOT INTENDED TO BE, AND SHOULD NOT BE CONSTRUED TO BE, LEGAL, BUSINESS OR TAX ADVICE TO ANY SHAREHOLDER. SHAREHOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE TAX CONSEQUENCES OF THE DESCRIBED TRANSACTIONS IN THEIR PARTICULAR CIRCUMSTANCES.

We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended. In accordance with these requirements, we file reports and other information with the Securities and Exchange Commission. These materials may be inspected and copied at the public reference facilities maintained by the Commission at 100 F Street, N.E., Washington, D.C. 20459. You may also obtain information on the operation of the public reference room by calling 1-800-SEC-0330. The Securities and Exchange Commission also maintains an internet website at www.sec.gov that contains reports and other information we file electronically with the Securities and Exchange Commission.

In addition, documents referred to in this annual report may be inspected at our principal executive offices at Suite 2050 - 1111 West Georgia Street, Vancouver, British Columbia V6E 4M3 Canada.

We do not hold assets that are market risk sensitive instruments as defined in the general instructions to Item 11 of Form 20-F.

Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds

As required by Rule 13a-15 under the Securities Exchange Act of 1934 (the “Exchange Act”), the Company carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures as of December 31, 2008, being the date of the Company’s most recently completed fiscal year end. This evaluation was carried out under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that because of the material weakness identified in Management’s Report on Internal Control over Financial Reporting, the Company’s disclosure controls and procedures were not effective during the period covered by this annual report.

Disclosure controls and procedures are designed to ensure that information required to be disclosed in the Company’s reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the Company’s reports filed under the Exchange Act is accumulated and communicated to management, including the Company’s Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding timely disclosure.

B. Management’s annual report on internal control over financial reporting.

Please see Item 17 for “Management’s Report on Internal Control over Financial Reporting”.

C. Attestation report of the registered independent public accounting firm.

Please see Item 17 for “Independent Auditors’ Report” which includes their conclusion on internal control over financial reporting.

There has been no material change in the Company’s internal controls or in other factors that could significantly affect internal controls subsequent to the date the Company carried out its evaluation.

Robert J. Gayton, B.Comm., Ph.D., FCA is the audit committee financial expert and is an independent director. Refer to Item 6.A. for a description of his qualifications and experience.

Western Copper has adopted a code of ethics for its employees, including the Chief Executive Officer and the Chief Financial Officer. All employees and directors have confirmed that they have read and will comply with the code of ethics.

We will provide the code of ethics to any person, without charge, upon request, a copy of such code of ethics. The request may be made by email, telephone, or regular mail. The code of ethics is also available on the website at www.westerncoppercorp.com.

The following sets out the aggregate fees billed by the Company’s external auditors for the year ended December 31, 2008.

All non-audit services are pre-approved by the audit committee. Before approval is given, the audit committee examines the independence of the external auditor in relation to the services to be provided and assesses the reasonableness of the fees to be charged for such services.

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Month	Low	High
March 1 - 26, 2009	0.8167	0.7692
February 2009	0.8202	0.7758
January 2009	0.8458	0.7849
December 2008	0.8358	0.7711
November 2008	0.8696	0.7779
October 2008	0.9286	0.7726

Year	Average	Close
2008	0.9441	0.8166
2007	0.9303	1.0088
2006	0.8817	0.8620
2005	0.8254	0.8598
2004	0.7684	0.8319

Area	$ (in millions)
Direct Costs	$78.3
Mine Equipment	$8.9
Mine Development	$3.8
Acid Plant	$17.6
Engineering Procurement Construction Management Fee	$13.1
Field Indirect Costs	$7.5
Contingency	$14.1
Total	$144

IRR	15.7%
Net present value
@ 0% discount rate	$123 million
@ 5% discount rate	$69 million
@ 10% discount rate	$30.6 million

Sulphide Operations	$ per tonne ore
Mining	$3.24
Processing	$6.01
General and Administration	$0.47
Total	$9.72

Title of Each Class	Name of Each Exchange on Which Registered
NONE

	PART I

Item 1.	Identity of Directors, Senior Management and Advisers	3

Item 2.	Offer Statistics and Expected Timetable	3

Item 3.	Key Information	3
A.	Selected Financial Data	3
B.	Capitalization and Indebtedness.	5
C.	Reasons for the Offer and Use of Proceeds	5
D.	Risk Factors.	5

Item 4.	Information on the Company	9
A.	History and Development of the Company	9
B.	Business Overview	10
C.	Organizational Structure	11
D.	Property, Plant and Equipment	12

Item 5.	Operating and Financial Review and Prospects	30
A.	Operating Results.	30
B.	Liquidity and Capital Resources.	33
C.	Research and Development, Patents and Licenses, Etc.	35
D.	Trend Information.	35
E.	Off-Balance Sheet Arrangements.	35
F.	Tabular Disclosure of Contractual Obligations	35

Item 6.	Directors, Senior Management and Employees	35
A.	Directors and Senior Management.	35
B.	Compensation	39
C.	Board Practices.	40
D.	Employees	42
E.	Share Ownership.	42

Item 7.	Major Shareholders and Related Party Transactions	45
A.	Major Shareholders	45
B.	Related Party Transactions.	45
C.	Interests of Experts and Counsel	45

Item 8.	Financial Information	45
A.	Consolidated Statements and Other Financial Information	45
B.	Significant Changes.	45

Item 9.	The Offer and Listing	46
A.	Offer and Listing Details	46
B.	Plan of Distribution	46
C.	Markets	46
D.	Selling Shareholders	46
E.	Dilution	46
F.	Expenses of the Issue	47

Item 10.	Additional Information	47
A.	Share Capital	47
B.	Memorandum and Articles of Association.	47
C.	Material Contracts.	47
D.	Exchange Controls.	47
E.	Taxation	47
F.	Dividends and Paying Agents	53
G.	Statement by Experts.	53
H.	Documents on Display	54
I.	Subsidiary Information	54

Item 11.	Quantitative and Qualitative Disclosures About Market Risk	54

Item 12.	Description of Securities Other than Equity Securities	54

	PART II

Item 13.	Defaults, Dividend Arrearages and Delinquencies	54

Item 14.	Material Modifications to the Rights of Security Holders and Use of Proceeds	54

Item 15.	Controls and Procedures	55
A.	Disclosure controls and procedures.	55
B.	Management’s annual report on internal control over financial reporting.	55
C.	Attestation report of the registered independent public accounting firm.	55
D.	Changes in internal control over financial reporting.	55

Item 16.	Other items	56
A.	Audit Committee Financial Expert	56
B.	Code of Ethics	56
C.	Principal Accountant Fees and Services	56
D.	Exemption from the Listing Standards for Audit Committees	56
E.	Purchases of Equity Securities by the Issuer and Affiliated Purchasers	56
F.	Change in Registrant’s Certifying Accountant	56
G.	Corporate Governance	56

	PART III

Item 17.	Financial Statements	57

Item 18.	Financial Statements	57

Item 19.	Exhibits	57

Area	$ per tonne ore
Mining	9.88
Processing	7.64
General and Administration	1.40
Shipping	0.30
Total	$19.22

	i)	In 2001, the Carmacks Copper Project was written down to its estimated fair value based on information available at that time. In April 2007, Western Copper released the results of its updated feasibility study. The Company expensed all ongoing costs relating to the Carmacks Copper Project prior to the release of the updated feasibility study. Since the release of the feasibility study, Western Copper has been capitalizing costs incurred on the project.

	ii)	Stock-based compensation allocated to administrative expenses decreased by $350,000 compared to the prior year. Stock-based compensation levels will vary considerably due to the number of stock options granted, the expected term of the stock options, the pricing of the stock options and a number of other assumptions used when determining and expensing the value of stock options for financial reporting purposes. Stock-based compensation is not a cash cost.

		Employee wages allocated to administrative expenses decreased by $76,000 compared to the previous year due to timing of employee turnover and to variations in amounts allocated to office and administration expenses and to mineral properties.

		All compensation, including wages and stock-based compensation, that relates to a mineral property has the same treatment as other costs relating to that mineral property. In 2008, Western Copper capitalized all costs incurred on its mineral properties. In the previous year, wages and other costs relating to the Carmacks Copper Project were allocated to exploration expense until the release of the feasibility study in April 2007. Mineral property activity and related costs are discussed in the liquidity and capital resources section.

Stock-based compensation	Three Months Ended		Year Ended
	December 31,		December 31,
In Canadian dollars	2008	2007	2008	2007
(unaudited)	$	$	$	$

EXPLORATION	-	-	-	106,715

ADMINISTRATIVE
Office and	84,808	152,350	389,533	725,797
administration
Promotion and travel	10,594	11,714	36,283	53,240

	95,402	164,064	425,816	885,752

Wages and salaries	Three Months Ended		Year Ended
	December 31,		December 31,
In Canadian dollars	2008	2007	2008	2007
(unaudited)	$	$	$	$

EXPLORATION	-	-	-	159,866

ADMINISTRATIVE
Office and	205,395	218,209	636,979	696,112
administration
Promotion and travel	19,500	22,617	68,250	85,716

	224,895	240,826	705,229	941,694

	iii)	Promotion and travel decreased by $310,000 because the Company made a conscious effort to minimize discretionary expenses such as advertising and annual report production in 2008. Western Copper also participated in less road shows in the current year as compared to the previous year. This significantly reduced travel costs.

	iv)	Western Copper continues to earn interest on its cash deposits held at banks and on its short- term investments. As the Company uses its working capital to fund operations and mineral property development, its interest bearing balances have been decreasing. This has led to lower year-over-year interest income. Interest income has also decreased compared to prior year because the Bank of Canada has significantly lowered its key interest rate over the past twelve months. Decreasing interest income is expected to continue as interest bearing balances are used to fund on-going operations.

	v)	Near the end of 2008, the Company reassessed the Sierra Almoloya property and decided to abandon the claims. As a result, Western Copper wrote-off all costs capitalized to property. These costs totalled $405,000. There were no write-downs in the prior year.

	vi)	The future income tax recovery for the quarter and year ended December 31, 2008 is due to enacted tax rate changes by the British Columbia government and reversal of amounts previously allocated to Sierra Almoloya. In December 2007, the Canadian federal government enacted a reduction in the Canadian federal income tax rates. The reduction resulted in a future income tax recovery of $1,446,279. The Company estimates that the future income tax liability relating to its mineral properties will be realized in or after the 2012 taxation year.

		Employee		Stock-based
		wages		compensation

Exploration	$	159,866	$	106,715
Office and administration		696,112		725,797
Promotion and travel		85,716		53,240

	$	941,694	$	885,752

	¹	Dale Corman’s salary at the end of 2008 was $200,000 per year. Mr. West-Sells was appointed to this position on November 20, 2008. The annual salary for his new position is $180,000. Claire Derome was hired on July 1, 2008. Her annual salary is $150,000.

	²	Granted under the stock option plan described above, and exercisable at $1.25 per share within 5 years after the June 24, 2008 date of grant, subject to vesting at the rate of one-third of the options on each date that is 12, 18 and 24 months following the date of grant.

	³	Granted under the stock option plan described above, and exercisable at $1.39 per share within 5 years after the August 5, 2008 date of grant, subject to vesting at the rate of one-third of the options on each date that is 12, 18 and 24 months following the date of grant.

Copper	$2.95/lb
Molybdenum	$30.97/lb.
Gold	$647.40/oz.

Audit fees	Audit related fees¹	Tax fees²	All other fees³	Total
$161,470	$31,500	$24,750	3,000	$220,720

(1)	The information as to residence and principal occupation, not being within our knowledge, has been furnished by the respective directors and officers individually.

(2)	Directors serve until the earlier of the next annual general meeting or their resignation.

(3)	Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission. In computing the number of shares owned by a person and the percentage ownership of that person, shares of common stock subject to options and warrants held by that person that are currently exercisable or exercisable within 60 days of March 26, 2009, are deemed outstanding. Such shares, however, are not deemed outstanding for the purposes of computing the percentage ownership of any other person. This table has been prepared based on 72,819,036 shares of common stock outstanding as of March 26, 2009. Refer to the ‘Terms of options deemed to be outstanding’, below, for details for stock options included in share ownership.

(4)	1,812,500 of these shares are held by Kestrel Holdings Ltd., a private company controlled by Mr. Beaty.

(5)	150,000 of these shares are held by Seed Foundation, a private company controlled by Mr. Williams.

	1.	Option Agreement dated July 2002 between CRS Copper Resources Corp. and Great Basin Gold Ltd. which was assigned to the Company pursuant to the plan of arrangement with Lumina Resources Corp. See Item 4.D. Property, Plant, and Equipment – Casino Property.

	2.	Option Agreement dated February 2005 between Regalito and Electra Gold Ltd. which was assigned to the Company pursuant to the plan of arrangement with Lumina Resources Corp. See Item 4.D. Property, Plant, and Equipment – Hushamu Property.

	3.	Option Agreement dated August 15, 2008 between Western Copper Corporation and IMA Exploration Inc. See Item 4.D. Property, Plant, and Equipment – Hushamu Property.

	1.	Fees charged for assurance and related services reasonably related to the performance of an audit and not included under “Audit fees”;
	2.	Fees charged for tax compliance, tax advice, and tax planning services; and
	3.	Fees for services other than disclosed in any other column.

	Management Report on Internal Control over Financial Reporting dated March 26, 2009

	Independent Auditors’ Report dated March 26, 2009

	Consolidated Balance Sheets at December 31, 2008 and 2007

	Consolidated Statements of Loss, Comprehensive Loss, and Deficit for the years ended December 31, 2008, 2007, and 2006

	Consolidated Statements of Cash Flows for the years ended December 31, 2008, 2007, and 2006

	Consolidated Statements of Shareholders’ Equity

	Notes to Consolidated Financial Statements (including note 17 “Material differences between Canadian and United States generally accepted accounting principles (GAAP)”)

	Notes to Financial Statements

Exhibit
Number		Description of Documents

1.1		Certificate of Incorporation dated March 17, 2006¹

1.2		Notice of Articles issued December 12, 2006²

1.3		Articles of Incorporation dated March 17, 2006²

8.1		List of subsidiaries

12.1		Certification of Chief Executive Officer pursuant to section 302 of the Sarbanes-Oxley Act of 2002

12.2		Certification of Chief Financial Officer pursuant to section 302 of the Sarbanes-Oxley Act of 2002

13.1		Certification of Chief Executive Officer pursuant to section 906 of the Sarbanes-Oxley Act of 2002

13.2		Certification of Chief Financial Officer pursuant to section 906 of the Sarbanes-Oxley Act of 2002

17.1		Audited Consolidated Financial Statements the for years ended December 31, 2008, 2007, and 2006

1.	Incorporated by reference to Amendment #3 of our Registration Statement on Form 20-FR filed on April 11, 2007.
2.	Incorporated by reference to the Company’s 2007 Form 20-F filed on June 20, 2008.

	Western Copper Corporation Registrant


	/s/	F. Dale Corman
	Name:	F. Dale Corman
Date: March 31, 2009	Title:	Chief Executive Officer and President


	/s/	Julien François
	Name:	Julien François
Date: March 31, 2009	Title:	Chief Financial Officer